Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or
Appears in 4 contracts
Samples: Credit Agreement (Reckson Services Industries Inc), Credit Agreement (Frontline Capital Group), Credit Agreement (Vantas Inc)
Amendment or Waiver. (a) Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower, the Loan Agent and the Required BanksCollateral Trustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Bank Lender (with Obligations provided that such Lender holds Secured Loans directly affected thereby in the case of the respective types being directly affected thereby): following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateSecured Loans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 12.12; 7.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority, (it being understood v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
(b) Subject to Section 2.2(b) hereof and Section 2.4 of the Indenture and subject to the satisfaction of the conditions specified therein, a Conforming Amendment to this Agreement shall be made for the purpose of facilitating the incurrence of any Additional Loans.
(c) No amendment may be made to this Agreement that would create an inconsistency with Section 5.1, Article VI or Article VII of the Indenture unless a contemporaneous and equivalent amendment is made to Section 5.1, Article VI or Article VII, as applicable, of the Indenture in accordance with the terms thereof.
(d) Any amendment to this Agreement (other than a Conforming Amendment to reflect any changes to the Indenture) that has a material adverse effect on any Class of Debt shall (x) except as set forth in clause (y), require the consent of a Majority of such Class of Debt and (y) if such amendment has a material adverse effect on any Class of Debt and is an amendment of the Required Bankstype listed under any clause of Section 8.2 of the Indenture requiring the consent of 100% of the Holders of such Class, additional extensions require consent of credit 100% of such Holders. Subject to the applicable requirements specified in Article VIII of the Indenture, prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Debt), the Collateral Manager and the Rating Agency a copy of such amendment. The Loan Agent and the Collateral Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. With respect to any amendment permitted by this Agreement the consent to which is expressly required from all or a Majority of each, or any specified, Class of Debt materially and adversely affected thereby, the Loan Agent and the Collateral Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or Officer’s certificate of the Collateral Manager or the Borrower as to whether such amendment will have a material adverse effect on any Class of Debt.
(e) Any such waiver and any such amendment, supplement or modification pursuant to this Agreement may be included in the determination Section 7.11 shall apply equally to each of the Required Banks on substantially Lenders and shall be binding upon the same basis as Borrower, the extensions Lenders, the Loan Agent, the Collateral Trustee and all future holders of A Term the Secured Loans. In the case of any waiver, B Term Loansthe Borrower, Acquisition Loansthe Lenders, Acquisition the Collateral Trustee and the Loan Commitments Agent shall be restored to their former position and Revolving Loan Commitments are included on rights hereunder and under the Restatement Effective Date)other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; orbut no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
Appears in 3 contracts
Samples: Loan Agreement (Blue Owl Credit Income Corp.), Loan Agreement (Owl Rock Core Income Corp.), Credit Agreement (Owl Rock Capital Corp)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document Loan Document, nor any terms hereof or thereof thereof, may be amended, changed, waived, discharged waived or terminated otherwise modified unless such amendment, change, waiver, discharge waiver or termination other modification is in writing and signed by the respective Credit Parties party thereto Borrower, the Administrative Agent, and the Required BanksLenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided that provided, however, that
(i) no such change, waiverwaiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder (other than as provided in Section 2.02(b)), discharge without the written consent of such Lender or termination shall, increase the Total Revolving Commitment without the consent of each Bank all the Lenders;
(with Obligations of the respective types being directly affected thereby): (iB) extend or postpone the final scheduled Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Loan Lender, extend or Note beyond postpone the applicable Maturity Date or extend the stated maturity expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the Revolving latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender (other than as provided in Section 2.16), without the written consent of such Lender;
(C) reduce the principal amount of any Loan Maturity Datemade by any Lender, or reduce the rate or extend the time of payment of of, or excuse the payment of, interest or Fees thereon (except other than as a result of (x) waiving the applicability of any post-default increase in connection with interest rates or (y) any amendment or modification of defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unreimbursed Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a waiver result of waiving the applicability of any post-default increase in interest rates), or without the written consent of such Lender; or
(E) reduce the principal amount thereofrate or extend the time of payment of, or increase excuse the Commitments payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender affected thereby,
(A) release the Borrower from any Bank over of its obligations hereunder;
(B) release the amount thereof then Borrower from its guaranty obligations under Article X or release any Credit Party from the Guaranty to which it is a party, except, in effect (it being understood that a waiver of any Default or Event of Default or the case of a mandatory reduction Subsidiary Guarantor, in the Total Commitment or accordance with a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); transaction permitted under this Agreement;
(iiC) release all or substantially all any substantial portion of any collateral securing the Collateral Obligations, except in connection with a transaction permitted under this Agreement;
(except as expressly provided in the respective Credit Document); (iiiD) amend, modify or waive any provision of this Section 12.12; 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required;
(ivE) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders; or
(F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. Any waiver or consent with respect to this Agreement given or made in accordance with this Section shall be effective only in the specific instance and for the specific purpose for which it being understood that, with was given or made.
(b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby.
(c) No provision of Article IX may be amended without the consent of the Required Banks, additional extensions Administrative Agent and no provision of credit pursuant to this Agreement Section 2.04 may be included in amended without the determination consent of the Swing Line Lender.
(d) To the extent the Required Banks on substantially Lenders (or all of the same basis Lenders, as applicable, as shall be required by this Section) waive the extensions provisions of A Term LoansSection 7.02 with respect to the sale, B Term Loanstransfer or other disposition of any property or assets, Acquisition Loansor any property are assets are sold, Acquisition Loan Commitments transferred or disposed of as permitted by Section 7.02, and Revolving Loan Commitments are included on such property or assets includes all of the Restatement Effective Date)capital stock of a Subsidiary that is a party to a Guaranty such Subsidiary shall be released from such Guaranty; orand the Administrative Agent shall be authorized to take actions deemed appropriate by it to effectuate the foregoing. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) any amendment, waiver or consent requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in a manner that is materially and disproportionately adverse to such Defaulting Lender compared with other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 3 contracts
Samples: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each affected Bank (with Obligations of and the respective types being directly affected thereby): Agent, (i) extend the scheduled final scheduled maturity date of any Loan Loan, or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Dateportion thereof, or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), fees or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral or Guarantees (except as expressly provided in permitted by the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks Banks, (it being understood thatv) modify the definition of Scheduled A Term Loans Principal Payments, with Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Required Banks, additional extensions Administrative Agent and no provision of credit pursuant to this Agreement Section 10.11 may be included in amended without the determination written consent of the Required Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks on substantially holding at least 51% of the same basis as U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the extensions of A Term outstanding U.K. Swingline Loans or Canadian Swingline Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Daterespectively); or.
Appears in 3 contracts
Samples: Credit Agreement (MMH Holdings Inc), Credit Agreement (MMH Holdings Inc), Credit Agreement (Morris Material Handling Inc)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Credit Loan Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the respective Credit Parties Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto and thereto). Notwithstanding the Required Banks; provided that foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shallmodification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Bank (with Obligations of the respective types being directly Lender affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or extend the time of payment amount of interest or Fees thereon (except Call Premiums specified in connection with a waiver of applicability this Agreement on, the Term Loans of any post-default increase in interest rates)Lender, or reduce without the principal amount thereofprior written consent of each Lender affected thereby, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral (or the Guarantors except as expressly shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective Credit obligations under this Agreement or any other Loan Document); , without the prior written consent of each Lender, (iiiiv) amend, modify or waive any provision of this Section 12.12; 13.10, without the prior written consent of each Lender, (ivv) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in, in or otherwise modify, amend the definition of Required Banks (it being understood thatMajority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, with without the prior written consent of each Lender.
(b) Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 13.10(a) shall be binding upon CSSW Parent, the Required BanksBorrower, additional extensions of credit pursuant to this Agreement may be included in the determination of Guarantors, the Required Banks on substantially Agents and the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orLenders.
Appears in 3 contracts
Samples: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document Loan Document, nor any terms hereof or thereof thereof, may be amended, changed, waived, discharged waived or terminated otherwise modified unless such amendment, change, waiver, discharge waiver or termination other modification is in writing and signed by the respective Credit Parties party thereto Borrowers and the Agents, and also signed (or consented to in writing) by the Required BanksLenders; provided that provided, however, that
(i) no such change, waiver, discharge waiver or termination other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of each Bank such Lender;
(with Obligations of the respective types being directly affected thereby): (iB) extend or postpone the final scheduled Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Loan Lender, extend or Note beyond postpone the applicable Maturity Date or extend the stated maturity expiration date of any Letter of Credit as to which such Lender is a Revolving Facility LC Participant or Canadian LC Participant, as applicable, beyond the Revolving latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of or extend the time of payment of any Loan Maturity Datemade by any Lender, or reduce the rate or extend the time of payment of of, or excuse the payment of, interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a Revolving Facility LC Participant or Canadian LC Participant, as the case may be, or reduce the principal amount thereofrate or extend the time of payment of, or increase excuse the Commitments payment of, interest thereon (other than as a result of waiving the applicability of any Bank over post-default increase in interest rates), without the amount thereof then in effect written consent of such Lender; or
(it being understood that E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender (other than a waiver Defaulting Lender) affected thereby,
(A) release any Borrower from any of any Default or Event of Default or its obligations, except with respect to the release of a mandatory reduction Canadian Borrower made pursuant to Section 2.19;
(B) release the Company from its guaranty obligations under Article X or release all or substantially all of the other Credit Parties from the Guaranty, except, in the Total Commitment or case of a mandatory prepayment shall not constitute an increase of the Commitment of any BankSubsidiary Guarantor, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bankaccordance with a transaction permitted under this Agreement (including without limitation under Section 9.10); ;
(iiC) release all or substantially all of the Collateral except in connection with a transaction permitted under this Agreement;
(except as expressly provided in the respective Credit Document); (iiiD) amend, modify or waive any provision of this Section 12.12; 11.11, Section 8.03, or Section 8.04, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required;
(ivE) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders;
(F) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or Types of Loans; or
(G) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. Any waiver, consent, amendment or other modification with respect to this Agreement given or made in accordance with this Section shall be effective only in the specific instance and for the specific purpose for which it being understood thatwas given or made.
(b) No provision of Section 2.06, Section 2.07 or any other provision in this Agreement specifically relating to Letters of Credit or Article IX may be amended without the consent of (x) any LC Issuer adversely affected thereby or (y) the Agents, respectively.
(c) To the extent the Required Lenders (or all of the Lenders (other than any Defaulting Lender), as applicable, as shall be required by this Section) waive the provisions of Section 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.02, (i) such Collateral shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Security Agreement, such capital stock shall be released from the Security Agreement and such Subsidiary shall be released from the Guaranty; and (iii) the Collateral Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
(d) Notwithstanding the foregoing in this Section 11.11, if in connection with any proposed waiver, amendment or modification referred to in subsections (a), (b) and (c) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrowers shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 2.16(b).
(e) Notwithstanding the foregoing, no amendment or waiver shall, unless signed by the Revolver Agent and the Required Revolving Lenders (or by the Revolver Agent with the consent of Required Revolving Lenders) in addition to the Required Lenders (or by the Global Agent with the consent of the Required BanksLenders): (i) amend or waive compliance with the conditions precedent to the obligations of Lenders to make any Revolving Loan (or of LC Issuer to issue any Letter of Credit) in Section 4.03; (ii) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of Lenders to make any Revolving Loan (or of any LC Issuer to Issue any Letter of Credit) in Section 4.03; or (iii) amend or waive this clause (e) or the definitions of the terms used in this clause (e) insofar as the definitions affect the substance of this clause (e). No amendment or waiver shall, unless signed by the Revolver Agent and all Revolving Lenders (or by the Revolver Agent with the consent of all Revolving Lenders) in addition to the Required Lenders (or by the Global Agent with the consent of the Required Lenders), change the definition of the term Required Revolving Lenders.
(f) In addition, this Agreement (including provisions regarding pro rata payments or sharing of payments) may be amended with the written consent of the Agents, the Borrower and the Lenders wishing to participate (and no other consent shall be required) to implement one or more “amend and extend” transactions, (A) which “amend and extend” transactions may be effected through the addition of one or more additional tranches to this Agreement, (B) to permit the extensions of credit pursuant from time to time outstanding under any such tranches described in the foregoing clause (A) and the outstanding principal and accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (C) to include appropriately the Lenders participating in any such tranches described in the foregoing clause (A) in (x) any determination of the Required Lenders and (y) provisions regarding pro rata payments or sharing of payments; provided that the terms of the relevant “amend and extend” transaction provide that an offer to participate in the relevant transaction be made available to all Lenders of the relevant class of Loans and/or Commitments on a pro rata basis. For the avoidance of doubt, this clause (f) shall supersede any provision of Section 11.11 to the contrary.
(g) Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents (including any Additional Security Documents) and related documents executed by the Credit Parties in connection with this Agreement may be included in a form reasonably determined by the determination Agents and may be amended, supplemented and waived with the consent of the Required Banks on substantially Agents and the Company without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Agents and the Company shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Agents and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same basis as is not objected to in writing by the extensions Required Lenders within five (5) Business Days following receipt of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); ornotice thereof.
Appears in 3 contracts
Samples: Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the respective Credit Parties Administrative Agent on behalf of the Required Lenders and the Borrower (but only if the Borrower is a party thereto and or beneficiary thereof), and, to the Required Banks; provided extent that no such change, waiver, discharge its rights or termination shall, without the consent of each Bank (with Obligations of the respective types being directly obligations may be affected thereby): , the Administrative Agent or Agents party thereto. Notwithstanding the foregoing provisions, (i) extend the final scheduled maturity of any Loan no such waiver and no such amendment, supplement or Note beyond the applicable Maturity Date 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 thereon modification shall (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or A) increase the Loan Commitments of any Bank over the amount thereof then in effect Lender (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment Commitment, shall not constitute an increase of the Commitment of any BankLender), and that an increase in without the available portion prior written consent of such Lender, (B) postpone or delay the scheduled final maturity date of any Commitment Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest or Fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of each Lender, (C) reduce the principal of, or the rate of interest or fees specified in any Financing Document on, any Loan of any Bank shall not constitute an increase in Lender, without the Commitment prior written consent of such Bank); each Lender, (iiD) release all any guaranty or substantially all any significant portion of the Collateral (except as expressly shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by the Borrower of any of its respective Credit obligations under this Agreement or any other Financing Document); , without the prior written consent of each Lender, (iiiE) amend, modify or waive any provision of this Section 12.12; 9.10 or Article 7, Section 9.1 or Section 9.2, without the prior written consent of each Lender, or (ivF) reduce the percentage specified in, in or otherwise modify, amend the definition of Required Banks (it being understood thatLenders, with without the prior written consent of each Lender and (ii) amendments, supplements, modifications or waivers to Section 3.2 (other than Section 3.2(l)) with respect to conditions precedent to the Required Banksissuance of any Letter of Credit shall be effected by a written instrument signed by the Administrative Agent on behalf of the Lenders holding at least 50.01% of the aggregate outstanding principal amount of the LC Commitments and the Borrower, additional extensions of credit pursuant and, to this Agreement the extent that its rights or obligations may be included affected thereby, the Administrative Agent or Agents party thereto.
(b) Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 9.10(a) shall be binding upon the determination of Borrower, the Required Banks on substantially Administrative Agent, the same basis as Collateral Agent and the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orLenders.
Appears in 3 contracts
Samples: Credit Agreement (Bloom Energy Corp), Credit Agreement (Bloom Energy Corp), Credit Agreement (Bloom Energy Corp)
Amendment or Waiver. (a) Neither This Agreement may not be altered, amended, supplemented or modified, or compliance with any provision waived, except by a written instrument executed by or on behalf of the Parent and the Requisite Backstop Parties, provided, however, that any amendment to 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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): to (i) extend the final scheduled maturity defined term “Requisite Backstop Parties,” and (ii) this Section 10.3, shall require the written consent of the Parent and each Backstop Party. All waivers hereunder must be made in writing, and the failure of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity party at any time to require another party’s performance of any Letter obligation under this Agreement shall not affect the right subsequently to require performance of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time that obligation. Any waiver of payment any breach of interest or Fees thereon (except in connection with any provision of this Agreement shall not be construed as a waiver of applicability any continuing or succeeding breach of such provision or a waiver or modification of any post-default increase in interest rates)other provision. Notwithstanding anything to the contrary contained herein, after consultation with the Company regarding potential implications under securities or reduce other applicable laws and after providing such information as may be reasonably requested for the principal amount thereofCompany to confirm compliance with applicable securities laws, Schedule I may be amended, supplemented or increase modified by the Commitments of any Bank over Requisite Backstop Parties by providing to the amount Company written notice thereof then in effect executed by the Requisite Backstop Parties (it being understood that a waiver by providing such written notice the Requisite Backstop Parties shall be deemed to represent to the Company that the transactions being reflected in such amendment, supplement or modification have been made in compliance with applicable securities laws, including Regulation D of any Default or Event of Default or of a mandatory reduction the Securities Act); provided, however, that each Initial Backstop Party shall remain fully obligated for its Backstop Commitment and Initial Subscription Amount, in each case in the Total Commitment amount set forth on Schedule I as of the Execution Date. For the avoidance of doubt, any amendments, supplements or a mandatory prepayment modifications to Schedule I shall not constitute be effective until each Backstop Party which is not an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant Initial Backstop Party has executed a joinder to this Agreement may pursuant to which such Backstop Party agrees in writing to be included in bound by the determination of the Required Banks on substantially the same basis representations, warranties, covenants and obligations as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); ora Backstop Party hereunder.
Appears in 2 contracts
Samples: Backstop Commitment Agreement, Backstop Commitment Agreement (Claires Stores Inc)
Amendment or Waiver. This Agreement may not be amended, modified or waived at any time, unless such amendment, modification or waiver is first approved by (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent holders of each Bank at least seventy percent (with Obligations 70%) of the respective types being directly affected thereby): Preferred Stock then outstanding (i) extend the final scheduled maturity on an as- converted basis, including for this purpose, any shares of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity Common Stock into which shares of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest ratesPreferred Stock have been converted), (b) the holders of at least a majority of the shares of the then-outstanding Common Stock (other than Common Stock held by Quaker, including Common Stock issued to Quaker upon conversion of Preferred Stock), but only if such amendment, modification or reduce waiver would materially and adversely impair the principal amount thereof, rights or increase the Commitments obligations of the holders of Common Stock, and (c) the Company; provided, however, that if any amendment, modification or waiver would materially and adversely impair the rights or increase the obligations of any Bank over holder of capital stock in a manner different from all holders of capital stock generally (each, an “Adversely Affected Holder”), such amendment, modification or wavier shall not be effective as to such Adversely Affected Holder unless consented to by such Adversely Affected Holder; and provided further that (A) any amendment, modification or waiver of this clause (A), Section 2.2(a)(i) or Quaker’s right to remove the amount thereof Quaker Director under Section 2.2(e) also shall require the approval of Quaker; (B) any amendment, modification or waiver of this clause (B), Sections 2.2(a)(ii) or 2.4(a) or OrbiMed’s right to remove the OrbiMed Director under Section 2.2(e) also shall require the approval of OrbiMed; (C) any amendment, modification or waiver of this clause (C), Section 2.2(b)(i) or HighCape’s right to remove the HighCape Director under Section 2.2(e) also shall require the approval of HighCape; (D) any amendment, modification or waiver of this clause (D), Section 2.2(b)(ii) or Signet’s right to remove the Signet Director under Section 2.2(e) also shall require the approval of Signet; (E) any amendment, modification or waiver of this clause (E), Section 2.2(c)(ii) or the right of the holders of Common Stock to remove the Independent Director under Section 2.2(e) also shall require the approval of the Stockholders holding a majority of the shares of Common Stock then outstanding (other than Common Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock); (F) any amendment, modification or waiver of this clause (F), Section 2.2(c)(iii) or Quaker’s and OrbiMed’s right to remove the Joint Quaker/OrbiMed Director under Section 2.2(e) also shall require the approval of Quaker and OrbiMed (provided that if either Quaker or OrbiMed no longer holds any shares of Preferred Stock, but the other continues to meet the threshold set forth in effect Section 2.2(c)(iii), such other stockholder’s shall be the approval required under thus clause (it being understood that F)); and (G) any amendment, modification or waiver of this clause (G) or Section 2.2(c) also shall require the approval of the holders of at least a majority of the shares of the then-outstanding Common Stock (other than Common Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock). Any amendment, modification or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party. No waiver of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any Default rights or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment remedies of any Bank, and that an increase in the available portion of other party hereto or with respect to any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orsubsequent breach.
Appears in 2 contracts
Samples: Stockholders Agreement (TELA Bio, Inc.), Stockholders Agreement (TELA Bio, Inc.)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being other than a Defaulting Lender) directly affected thereby): , (i) extend the final scheduled maturity Final Maturity Date (it being understood that any waiver of any Loan prepayment of, or Note beyond the applicable Maturity Date method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; , (iviii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Banks Lenders, (it being understood that, with iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (v) release all or substantially all of the Collateral. No provision of Section 2 or 11 may be amended without the consent of the Required BanksLetter of Credit Issuer or the Agents, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 2 contracts
Samples: Credit Agreement (National Tobacco Co Lp), Credit Agreement (National Tobacco Co Lp)
Amendment or Waiver. (a) Neither Except as otherwise expressly provided in this Agreement, any provision of this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged modified or terminated unless such change, waiver, discharge or termination is supplemented only by an instrument in writing signed by the respective Credit Parties party thereto Borrower and the Required BanksLenders, or by the Borrower and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no such changemodification, waiver, discharge supplement or termination shall, without waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or by the Administrative Agent acting with the consent of each Bank (with Obligations of the respective types being Lender directly and adversely affected thereby): (i) increase or extend the final scheduled maturity term of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or Note beyond any other fee or other amount hereunder, (iii) reduce or forgive the applicable Maturity Date or extend the stated maturity amount of any Letter such payment of Credit beyond the Revolving Loan Maturity Dateprincipal, interest or fee or other amount, (iv) reduce the rate at which interest is payable thereon or extend any fee or other amount is payable hereunder, (v) alter the time terms of payment of interest this Section 12.9, (vi) consent to the assignment or Fees thereon (except in connection with a waiver of applicability transfer by any Loan Party of any post-default increase of their respective rights and obligations under this Agreement or any Credit Document unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders, (vii) change Section 4.9 or 4.13 in interest rates)a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiviii) release of all or substantially all of the Collateral guarantees, or (except as expressly provided ix) modify the definition of the term “Required Lenders” or modify in any other manner the respective Credit Document); (iii) amend, modify number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of this Section 12.12; (iv) reduce the percentage specified in11 or Section 12.2, or otherwise modifyof any of the rights or duties of the Administrative Agent hereunder, the definition of Required Banks (it being understood that, with shall require the consent of the Required BanksAdministrative Agent; provided further that it is understood and agreed that, for purposes of this Section 12.9(a), none of the following shall constitute a reduction of principal, interest or fee or any other amount: (x) any change to the definitions of “Consolidated Debt to Consolidated EBITDA Ratio” or “Consolidated Interest Coverage Ratio” or to the component definitions of either thereof; (y) any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.7(c); or (z) the waiver or amendment of any mandatory prepayment required by Section 4.3.
(b) If any Lender requests compensation under Section 2.9, or if the Borrower is required to pay any Indemnified Taxes or additional extensions amount to any Lender or any Governmental Authority for the account of credit any Lender pursuant to Section 4.13 (but in the case of Section 4.13 only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Disbursement Date), or if any Lender is a Defaulting Lender, or if any Lender does not consent to a proposed modification, supplement or waiver with respect to this Agreement that requires the consent of each Lender or the affected Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights and obligations under this Agreement and any Autonomous Promise of Debt to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be included another Lender, if a Lender accepts such assignment); provided that such assignment or delegation shall be required only if:
(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.3;
(ii) no Event of Default shall have occurred and is continuing;
(iii) such Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the determination case of all other amounts);
(iv) such assignment or delegation does not conflict with applicable Law;
(v) the circumstances entitling the Borrower to require such assignment and delegation have not ceased to apply;
(vi) in the case such assignment or delegation resulting from a claim for compensation under Section 2.9 or payments required to be made pursuant to Section 4.13, such assignment will result in a reduction in such compensation or payments thereafter; and
(vii) the Administrative Agent shall have completed all necessary “know your customer” or similar requirements and other information required by bank regulatory authorities in respect of the Required Banks on substantially assignee.
(c) Any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the same basis as Borrower and the extensions of A Term LoansAdministrative Agent to cure any ambiguity, B Term Loansomission, Acquisition Loansmistake, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); ordefect, inconsistency or obvious error.
Appears in 2 contracts
Samples: Loan Agreement (Vista Oil & Gas, S.A.B. De C.V.), Loan Agreement (Vista Oil & Gas, S.A.B. De C.V.)
Amendment or Waiver. (a) Neither this Agreement nor Agreement, any other Credit Document or the Senior Facility Insurance Policy 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 Borrower, the Insurer (so long as the Insurer is the Controlling Class) and, without duplication in the case of Designated CP Conduits and their respective Credit Parties party thereto Designated CP Conduit Committed Lenders, Lenders having, in the aggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and unless the Required BanksRating Agency Condition is met; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all a substantial portion of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 9.6 or this Section 12.12; 9.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 6.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1(b), (vii) amend, modify or waive any provision of Section 9.20 or (viii) terminate or release the Senior Facility Insurance Policy; orprovided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of 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 (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as same applies to the Administrative Agent, or any other provision as same relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Insurer, the Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, the Borrower, the Insurer, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of Section 9.12, the consent of the Required Lenders is obtained but the consent of one or more of the other Lenders whose consent is required is not obtained, then the Borrower shall have the right, subject to clause (d) below, to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 3.4.7 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination; provided, that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second or third proviso of Section 9.12(a).
(c) If, in connection with any proposed amendment, modification, termination or waiver to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of Section 9.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to terminate such non-consenting Lender's Commitment and repay in full its outstanding Loans and satisfy all other Obligations to such non-consenting Lender; provided, that the Borrower shall not have the right to terminate such non-consenting Lender's Commitment and repay in full its outstanding Loans pursuant to this Section 9.12(c) if, immediately after the termination of such Lender's Commitment, the Loans of all Lenders would exceed the Total Maximum Commitment. Any reduction in Commitments made pursuant to this Section 9.12(c) shall permanently reduce the amount resulting from each calculation of Total Maximum Commitment thereafter.
Appears in 2 contracts
Samples: Credit Agreement (Special Value Expansion Fund, LLC), Credit Agreement (Special Value Opportunities Fund LLC)
Amendment or Waiver. (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 Banks; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend the final scheduled maturity date of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase rate of the Commitment interest for purposes of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 12.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (v) increase the Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank); or, (w) without the consent of 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 the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (a)(i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of the other Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Bank or Banks with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Bank's Revolving Loan Commitment in accordance with Section 3.02(b), PROVIDED that, unless the Revolving Loan Commitment is terminated pursuant to preceding clause (B) is immediately replaced in full at such time through the addition of new Banks or the increase of the Revolving Loan Commitments of existing Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Banks (determined before giving effect to the proposed action) shall specifically consent thereto, PROVIDED further, that in any event the Borrower shall not have the right to replace a Bank or terminate its Revolving Loan Commitment solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Geo Specialty Chemicals Inc), Credit Agreement (Geo Specialty Chemicals Inc)
Amendment or Waiver. (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 BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary Guarantee 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 Bank Lender (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (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 waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Documents) under all the Security Documents,(iii) release all or substantially all of the Guarantors under the Guarantees, (iiiiv) amend, modify or waive any provision of this Section 12.12; 11.12 (ivexcept 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 and the Loans on the Restatement Effective Date), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments the Loans are included on the Restatement Effective Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; orprovided, further, that no such change, waiver, discharge or termination shall (1) increase the 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment and/or repay all outstanding Loans of such Lender; provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that the Company shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.11(a).
(c) Notwithstanding anything to the contrary contained above in this Section 11.11, the Administrative Agent and/or the Collateral Agent may (i) enter into amendments to the Subsidiary Guarantee and the Security Documents for the purpose of adding additional Subsidiaries of the Company (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Section 7.11, without the consent of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Company and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)
Amendment or Waiver. (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 BanksMajority Banks and the Agent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations other than any Bank that is, at the time of the respective types being directly affected thereby): proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all any material portion of the Collateral (under any Security Document except as expressly shall be otherwise provided in the respective any Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; 12.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Majority Banks, additional extensions (v) consent to the assignment or transfer by the Borrower of credit pursuant any of its rights and obligations under any Credit Document, (vi) amend the definition of Loss Threshold Incurrence Date other than to this Agreement may be included in increase the determination dollar amount or the percentage specified therein or (vii) amend the definition of Trigger Date other than to decrease the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); ordollar amount specified therein.
Appears in 2 contracts
Samples: Credit Agreement (Assured Guaranty LTD), Credit Agreement (Ace LTD)
Amendment or Waiver. (a) Neither Except as otherwise expressly provided in this Agreement, any provision of this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged modified or terminated unless such change, waiver, discharge or termination is supplemented only by an instrument in writing signed by the respective Credit Parties party thereto Borrower and the Required BanksMajority Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Majority Lenders, and any provision of this Agreement may be waived by the Majority Lenders or by the Administrative Agent acting with the consent of the Majority Lenders; provided that no such changemodification, waiver, discharge supplement or termination shall, without waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or by the Administrative Agent acting with the consent of each Bank (with Obligations of the respective types being Lender directly and adversely affected thereby): (i) increase or extend the final scheduled maturity term of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or Note beyond the applicable Maturity Date any other fee or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Dateother amount hereunder, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amendreduce or forgive the amount of any such payment of principal, modify interest or waive any provision of this Section 12.12; fee or other amount, (iv) reduce the percentage specified inrate at which interest is payable thereon or any fee or other amount is payable hereunder, (v) alter the terms of this Section 12.9, (vi) consent to the assignment or otherwise modify, transfer by the definition Borrower of Required Banks any of it rights and obligations under this Agreement or any Credit Document or (it being understood that, 2) unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders (i) change Section 4.9 or 4.13 in a manner that would alter the Required Bankspro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders or (ii) modify the definition of the term “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 11 or Section 12.2, additional extensions or of credit pursuant any of the rights or duties of any Agent hereunder, shall require the consent of such Agent.
(b) If any Lender does not consent to a proposed modification, supplement or waiver with respect to this Agreement that requires the consent of each Lender or the affected Lenders and has been consented to by the Majority Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights and obligations under this Agreement and the Notes to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be included another Lender, if a Lender accepts such assignment); provided that such assignment or delegation shall be required only if:
(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.3;
(ii) no Default shall have occurred and is continuing;
(iii) such Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under its Notes (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the determination case of all other amounts);
(iv) such assignment or delegation does not conflict with applicable Law; and
(v) the circumstances entitling the Borrower to require such assignment and delegation have not ceased to apply.
(c) Without the prior consent of each Lender, the Collateral Agent shall not (except as permitted herein or in the Security Documents) release any portion of the Required Banks on substantially Collateral or otherwise terminate any of the same basis as Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or any portion of the extensions Collateral or alter the relative priorities of A Term Loansthe obligations entitled to the benefits of the Liens created pursuant to the Security Documents with respect to any of the Collateral, B Term Loansexcept that no such consent shall be required, Acquisition Loansand (upon receipt of written instructions from the Administrative Agent, Acquisition Loan Commitments and Revolving Loan Commitments are included which may be given without any further action or consent on the Restatement Effective Date); orpart of the Lenders) the Collateral Agent is hereby authorized, to release any Lien covering property that is the subject of a disposition of property permitted hereunder.
Appears in 2 contracts
Samples: Loan Agreement, Senior Secured Loan Agreement (PCT LLC)
Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)) or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the respective Credit DocumentSecurity Documents); provided that such release of Collateral may be effected by only the Required Banks if at the time of such release the Company's Rated Indebtedness shall be rated at least BBB- by S&P and Baa3 by Xxxxx'x, (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the Commitments and extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments credit pursuant thereto are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitment of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of any condition precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an 122 increase in the Commitment of such Bank), without the consent of such Bank, (v) without the consent of each Issuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of BTCo alter its rights or obligations with respect to Swingline Loans, (x) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Administrative Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent and (z) without the consent of the respective other Agent, increase the duties of any other Agent or decrease the indemnities provided to such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12, the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Company shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination; orprovided that the Company shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may enter into amendments to the Subsidiaries Guaranty and the Security Documents for the purpose of adding additional Subsidiaries of the Company (or other Credit Parties) as parties thereto.
Appears in 1 contract
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or, (w) 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 or Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of the Supermajority Banks, amend the definition of Supermajority Banks or Section 4.02(b) 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, except pursuant to Section 4.02(b), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12, the consent of the Required Banks is obtained but the consent of one or more of other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Universal Compression Holdings Inc)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except (x) in connection with a the waiver of applicability of any post-default increase in interest ratesrates and (y) 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 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 thereofthereof (except to the extent repaid in cash), or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks 13.12 (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included under this Agreement to provide the Lenders with customary similar or additional rights of consent), (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 Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (w) 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender); 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 or Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of such 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.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12, the consent of the Required Lenders is obtained but the consent of one or more of other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the with- -100- 107 holding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver. (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 Banks; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected thereby and, with Obligations respect to clause (vi) below, the consent of the respective types being directly affected thereby): Administrative Agent (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 waiving the applicability or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commitment of any such Bank over the amount thereof then in effect (if it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; Section, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks (if 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Second Amended and Restated Effectiveness Date); or, or (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement. No provision of Section 2 or 11, or any other provisions relating to any Letter of Credit Issuer or the Administrative Agent may be modified without the consent of such Letter of Credit Issuer or the Administrative Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (Global Marine Inc)
Amendment or Waiver. (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 Banks; Banks (or the Two Thirds Banks if such change or waiver is to Section 4.02(A)(c)), provided that no such change, waiver, discharge or -------- termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend the final scheduled maturity date applicable to a Facility (it being understood that any waiver of the making of, or application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter amortization payment or other prepayment to, the amortization of, the Loans shall not constitute an extension of Credit beyond the Revolving Loan Maturity Datesuch final maturity thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; , or Section 11.07, 12.01, 12.04, 12.06 or 12.07(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks or (it being understood that, with v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
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Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank affected thereby (with Obligations of the respective types being directly affected thereby): other than a Defaulting Bank), (i) extend any Scheduled Repayment or the scheduled final scheduled maturity of any Loan or Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate rate, or extend the time of payment payment, of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or (ii) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (iiiii) release all or substantially all any material portion of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , (iiiiv) amend, modify or waive any provision of this Section 12.12; 11.12, (ivv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks or (it being understood that, with vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 or any other provision relating to the rights and/or obligations of the Administrative Agent may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
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Samples: Credit Agreement (Universal American Financial Corp)
Amendment or Waiver. (a) Neither Except as provided by the Intercreditor Agreement, 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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Second-Lien Loan Maturity Dateor Second-Lien Loan Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a the waiver of any Default mandatory repayment or Event repurchase of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment Second-Lien Loans pursuant to Section 4.02 shall not constitute an increase of the Commitment a reduction or waiver of any BankFee, and that an increase interest or premium otherwise payable in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bankconnection therewith); , (ii) subject to the Intercreditor Agreement, release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12; 13.01 (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 Second-Lien Loans on the Effective Date), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments Second-Lien Loans are included on the Restatement Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) amend or modify Section 13.19(a), or (vii) release Holdings from the Holdings Guaranty or Holdings or the Borrower from this Agreement; orprovided further, that no such change, waiver, discharge or termination shall (w) be effective without the written acknowledgment (though not consent) of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), (x) 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of 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.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 13.01(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay outstanding Second-Lien Loans of such Lender in accordance with Section 4.01(v), provided that, unless the Second-Lien Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender or repay its Second-Lien Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.01(a).
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Amendment or Waiver. (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, in the case of the Vestar Guaranty, VCP IV) and the Required Banks; provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): : (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof; (ii) release VCP IV from the Vestar Guaranty; (iii) amend, modify or waive any provision of Section 12.06 or this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Effective Date may be included in the determination of the Required Banks on substantially the same basis as the extensions of Loans are included on the Effective Date); or (v) except for the Borrower Acknowledgment and Assumption, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall: (1) increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank)) without the consent of such Bank; or (ii2) release all or substantially all without the consent of the Collateral (except as expressly provided in the respective Credit Document); (iii) Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision relating to the rights or obligations of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12; (iv) reduce the percentage specified in12.12(a), or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required BanksBanks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, additional extensions of credit then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to this Agreement may be included in Section 1.13 so long as at the determination time of such replacement, each Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the Required Banks on substantially exercise of such Bank's rights (and the same basis as withholding of any required consent by such Bank) pursuant to the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Datesecond proviso to Section 12.12(a); or.
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Samples: Senior Subordinated Loan Agreement (Vestar Capital Partners Iv Lp)
Amendment or Waiver. (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 PXI and the respective Credit Parties party thereto Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with other than a Defaulting Bank) affected thereby (or its Obligations of the respective types being directly affected thereby): in the case of the following clause (i)), (i) extend the final scheduled maturity of any Unpaid Drawing, Loan or Note beyond the applicable Maturity Date or extend the stated maturity (it being understood that any waiver of any Letter prepayment of Credit beyond the Revolving Loan Maturity DateLoans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) thereon or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment prepayment, shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral collateral (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section, or Section 12.12; 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07 (b), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or, (v) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document (except as expressly provided herein or therein). No provision of Section 2 or Section 11 may be amended without the consent of the affected Letter of Credit Issuer or affected Agent, respectively. All modifications and amendments to this Agreement and to Schedules I and II described in Section 12.04 may be effective as described therein.
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Amendment or Waiver. (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 BanksLenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates), ) or Fees thereon or reduce the principal amount thereof, or increase thereof (except to the Commitments of any Bank over the amount thereof then extent repaid in effect cash) (it being understood that any amendment or modification to the pricing grid set forth in the definition of “Applicable Margin” appearing in Section 11 for the sole purpose of incorporating equivalent ratings published by a waiver rating agency other than S&P or Xxxxx’x (as a component of any Default or Event the definition of Default or of “Public Corporate Rating”) shall not constitute a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase rate of interest for the Commitment purpose of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Guarantor from its obligations under any Guaranty, (iii) amend, modify or waive any provision of this Section 12.12; 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Effective Date) (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions extension of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (x) increase the 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 to the Commitments shall not constitute an increase of the Commitment of any Lender) or (y) without the consent of the respective Agent amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (v); or, inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 1.8 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver. (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 Company and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend the final scheduled maturity of any Revolving Loan or Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment of Credit beyond or the method of application of any prepayment to the amortization of the Revolving Loan Maturity DateLoans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Revolving Loan Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiary Guaranty (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section, or Section 12.12; 1.10, 1.11, 3.04, 8.01, 10.07, 11.01, 11.02, 11.04, 11.06 or 11.07(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of, Required Banks, or (v) consent to the assignment or transfer by any Credit Party of Required Banks (it being understood that, any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
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Amendment or Waiver. (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 Company and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend any Scheduled TL Repayment Date or reduce the amount of any Scheduled TL Repayment or extend the final scheduled maturity of any Loan or Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment of Credit beyond or the Revolving Loan Maturity Datemethod of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-post- default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Revolving Loan Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiary Guaranty (except as expressly provided in the respective Credit Document); Documents) and (iii) amend, modify or waive any provision of this Section, or Section 12.12; 1.10, 1.11, 3.04, 8.01, 10.07, 11.01, 11.02, 11.04, 11.06 or 11.07(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of, Required Banks, or (v) consent to the assignment or transfer by any Credit Party of Required Banks (it being understood that, any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
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Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being other than a Defaulting Lender) directly affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Final Maturity Date Date, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity DateDate (except as contemplated by Section 2.01(b)), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees or other amounts payable hereunder, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; , (iviii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Banks Lenders, (it being understood thativ) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (v) release all or substantially all of the Collateral, with PROVIDED FURTHER, that no such change, waiver, discharge or termination shall, without the consent of the Required BanksUSF Lenders and the Required MCF Lenders, additional extensions amend the definition of credit pursuant Required USF Lender or Required MCF Lenders (as applicable) or amend in a manner adverse to this Agreement the respective Facility the allocation between the USF Facility and the MCF Facility of mandatory commitment reductions. No provision of Section 1.01(B), 1.01(D) and (E), 2 or 11 may be included in amended without the determination consent of the Required Banks on substantially Lira Lender, the same basis as the extensions Swingline Lender, any Letter of A Term LoansCredit Issuer affected thereby or any Agent affected thereby, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
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Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend any Scheduled Loan Repayment Date, reduce the amount of any Scheduled Loan Repayment or extend the final scheduled maturity of any Loan or Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment of Credit beyond or the Revolving Loan Maturity Datemethod of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) release all or substantially all of the Collateral, (iv) amend, modify or waive any provision of this Section, or Section 12.12; 1.10, 1.11, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (ivv) reduce the percentage specified in, or otherwise modify, the definition of, Required Banks, or (vi) consent to the assignment or transfer by any Credit Party of Required Banks (it being understood that, any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (About, Inc.)
Amendment or Waiver. (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 Required Banks and the Required Bankseach Borrower; provided provided, that no -------- such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or any Note beyond the applicable Maturity Date or extend the stated maturity expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateDate (it being understood that any waiver of any prepayment of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , or release any Guarantor from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 12.12; 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the DM Term Loans, the Dollar Revolving Loan Commitments and the Foreign Revolving Loan Commitments on the Restatement Effective Date), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A DM Term Loans, B Term Loans, Acquisition Loans, Acquisition Dollar Revolving Loan Commitments and Foreign Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitments of such Bank); or, (2) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of BTCo, amend or modify the obligation of BTCo to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the DRL Banks to fund Mandatory Borrowings, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) 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 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 DM Term Loans are included on the Restatement Effective Date). Notwithstanding anything to the contrary contained in this Agreement, at the written request of the US Borrower and with the prior written consent of the Required Banks, Holdings GmbH may be added as an additional "borrower" under the Total Foreign Revolving Loan Commitment and technical amendments may be made to this Agreement and the other Credit Documents to reflect Holdings GmbH as an additional "borrower."
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrowers shall have the right, to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrowers shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
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Amendment or Waiver. (a) Neither this Credit 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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly other than a Defaulting Lender) affected thereby): , (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity DateLoans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate (other than as a result of waiving the applicability of any post-default increases in interest rates) or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase in the available portion of the any Commitment of any BankLender, and that an increase in the available portion of any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 11.10, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders or change the percentage of holders of Commitments or the aggregate unpaid principal amount of the Revolving Loans which shall be required for the Lenders for any of them to take action under this Credit Agreement or (it being understood that, with v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document. No provision of Article 3 or 10 may be amended without the consent of each Issuing Bank or the Required BanksAgent, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being Lender directly affected thereby): , (i) extend the final scheduled maturity date of any Loan Facility or Note beyond the applicable Maturity Date or extend the stated maturity any Pagare, it being understood that any waiver of any Letter prepayment of, or xxx xethod of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; SECTION 11.12, (iviii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Banks Lenders, (it being understood that, with the iv) consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orthe
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Amendment or Waiver. (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 BanksLenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest ratesrates or Fees), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default or of a mandatory reduction modification to the financial definitions in the Total Commitment or a mandatory prepayment this Agreement shall not constitute an increase a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the Commitment fact that such amendment or modification actually results in such a reduction; provided that such amendment or modification was not made primarily for the purpose of reducing the interest rate or Fees hereunder), (ii) reduce the amount of or extend the date of any BankScheduled Incremental Term Loan Repayment, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iiiiv) amend, modify or waive any provision of this Section 12.12; 13.01 (ivexcept 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), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vii) amend or modify Section 13.19(a), except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Required Lenders (it being understood, however, that any Lender may decline to participate in any such offer to prepay below par in its sole discretion) or (viii) release the Borrower from this Agreement or the Borrower Guaranty; provided further, that no such change, waiver, discharge or termination shall (1) be effective without the written acknowledgment (though not consent) of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), (2) 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 prepayment of Loans or a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (3) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (5) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (6) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (7) without the written consent of the Majority Lenders of a Tranche affected thereby, impose any greater restriction on the ability of any Lender to assign any of its rights or obligations with respect to such Tranche hereunder, (8) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Revolving Loans pursuant to this Agreement as in effect 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 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) or (9) 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).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viii), inclusive, of the first proviso to Section 13.01(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01(vii); provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso appearing in Section 13.01(a).
(c) Notwithstanding anything to the contrary contained in Section 13.01(a) and (d), the Borrower, the Administrative Agent and each Incremental Term Loan Lender and Incremental RL Lender may, in accordance with the provisions of Section 2.15 or 2.16, as the case may be, enter into an Incremental Loan Commitment Agreement; provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Lender party to such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.01.
(d) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Letter of Credit Issuer and the Swingline Lender) if (i) by the terms of such agreement the Revolving Loan Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (EnerSys)
Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment of Loans shall not constitute an increase -133- 141 of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.1213.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Capital Expenditure Loans, Acquisition Loans, Acquisition Capital Expenditure Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); oror (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall: (o) without the consent of the Supermajority Banks, amend or modify the definition of Initial Compliance Date to increase the Leverage Ratio specified therein or waive compliance with the Initial Compliance Date; or (p) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment of Loans shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (q) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings); or (r) without the consent of any Issuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit; or (s) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; or (t) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Collateral Agent; or (u) without the consent of the Required A Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the A Term Loans or (II) the definition of Required A Term Facility Banks; or (v) without the consent of each Bank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (w) without the consent of the Required B Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (x) without the consent of each Bank with outstanding -134- 142 B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Repayment; or (y) without the consent of the Required Capital Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the Capital Expenditure Loans or (II) the definition of Required Capital Expenditure Facility Banks or the definition of Capital Expenditure Loan Conversion Date; or (z) without the consent of each Bank with outstanding Capital Expenditure Loans, amend, modify, waive or defer any Scheduled Capital Expenditure Loan Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that such Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to clauses (p) through (z), inclusive, of the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may (i) enter into amendments to the Subsidiaries Guaranty and the Security Documents for the purpose of adding additional Subsidiaries of the Borrower (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Sections 8.15 and 8.17, in each case without the consent of the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Video Update Inc)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): , (i) extend the final scheduled maturity of any Unpaid Drawing, Loan or Note beyond (it being understood that any waiver of an installment on, the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) thereon or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; Section, (iviii) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions an extension of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Letters of Credit and Revolving Loan Commitments are included on the Restatement Effective Date), or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document (except as expressly provided herein or therein); orprovided further, that no such change, waiver, discharge or termination shall (w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (x) without the consent of 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 or (y) without the consent of the Administrative Agent, the Co-Agents, the Syndication Agents or the Documentation Agent, respectively, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent, Co-Agent, Syndication Agents or the Documentation Agent, as the case may be, or any other provision as same relates to the rights or obligations of such Administrative Agent, Co-Agent, Syndication Agent or the Documentation Agent, as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i) through (iv), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.14 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 12.12, the Administrative Agent may enter into amendments to the Subsidiary Guaranty for the purpose of adding Subsidiaries of the Borrower to the Subsidiary Guaranty without the consent of the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Amendment or Waiver. (a) Neither this Credit 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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank affected thereby (with Obligations of the respective types being directly affected thereby): other than a Defaulting Bank), (i) extend any Scheduled Repayment or the scheduled final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Loan, Letter of Credit beyond or Note (it being understood that any waiver of the Revolving Loan Maturity Dateapplication of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate rate, or extend the time of payment payment, of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or (ii) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks or (it being understood thatv) consent to the assignment or transfer by Holdings, with the Borrower or the Account Party of any of their respective rights and obligations under this Credit Agreement or the other Credit Documents. No provision of Section 11 or any other provision relating to the rights and/or obligations of the Administrative Agent may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
Appears in 1 contract
Amendment or Waiver. (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 Required Banks and (except in the Required Bankscase of a waiver) the Borrower; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types other than a Defaulting Bank) being directly affected thereby): , (i) except as provided herein, extend the final scheduled maturity Maturity Date (it being understood that any waiver of any Loan Scheduled Commitment Reduction or Note beyond prepayment of the applicable Maturity Date or extend the stated maturity of Loans shall not constitute any Letter of Credit beyond the Revolving Loan Maturity Datesuch extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , or release any Subsidiary Guarantor from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 12.12; , (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitments of such Bank); or, (x) without the consent of the 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, (y) without the consent of BTCo, amend or modify the obligation of BTCo to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Banks to fund Mandatory Borrowings, or (z) without the consent of the Agent, amend, modify or waive any provision of Section 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right, to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
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Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being other than a Defaulting Bank) directly affected thereby): , (i) extend the final scheduled maturity Final Maturity Date, (it being understood that any waiver of the application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release or permit the release of all or substantially all of the Collateral or release any Subsidiary Guarantor from the Subsidiary Guaranty (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; Section, (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks or (it being understood that, with v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Section 2 or 11 may be amended without the consent of the Required BanksLetter of Credit Issuer or the Agent, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Co-Borrowers, the Loan Agent and the Required BanksCollateral Trustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Bank Lender (with Obligations provided that such Lender holds Secured Loans directly affected thereby in the case of the respective types being directly affected thereby): following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateSecured Loans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 12.12; 7.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority, (it being understood v) consent to the assignment or transfer by either of the Co-Borrowers of any of their rights and obligations under this Agreement (except as permitted by Section 4.10), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
(b) Subject to Section 2.2(b) hereof and Section 2.13 of the Indenture and subject to the satisfaction of the conditions specified therein, a Conforming Amendment to this Agreement shall be made for the purpose of facilitating the incurrence of any Additional Loans.
(c) No amendment may be made to this Agreement that would create an inconsistency with Section 5.1, Article VI or Article VII of the Indenture unless a contemporaneous and equivalent amendment is made to Section 5.1, Article VI or Article VII, as applicable, of the Indenture in accordance with the terms thereof. BUSINESS.31973028.4
(d) Any amendment to this Agreement (other than a Conforming Amendment to reflect any changes to the Indenture) that has a material adverse effect on any Class of Debt shall (x) except as set forth in clause (y), require the consent of a Majority of such Class of Debt and (y) if such amendment has a material adverse effect on any Class of Debt and is an amendment of the Required Bankstype listed under any clause of Section 8.2 of the Indenture requiring the consent of 100% of the Holders of such Class, additional extensions require consent of credit 100% of such Holders. Not later than 15 Business Days prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Notes), the Collateral Manager and the Rating Agencies a copy of such amendment. The Loan Agent and the Collateral Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. With respect to any amendment permitted by this Agreement the consent to which is expressly required from all or a Majority of each, or any specified, Class of Debt materially and adversely affected thereby, the Loan Agent and the Collateral Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or Officer's certificate of the Collateral Manager or the Borrower as to whether such amendment will have a material adverse effect on any Class of Debt.
(e) Any such waiver and any such amendment, supplement or modification pursuant to this Agreement may be included in the determination Section 7.11 shall apply equally to each of the Required Banks on substantially Lenders and shall be binding upon the same basis as Co-Borrowers, the extensions Lenders, the Loan Agent, the Collateral Trustee and all future holders of A Term the Secured Loans. In the case of any waiver, B Term Loansthe Co-Borrowers, Acquisition Loansthe Lenders, Acquisition the Collateral Trustee and the Loan Commitments Agent shall be restored to their former position and Revolving Loan Commitments are included on rights hereunder and under the Restatement Effective Date)other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; orbut no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
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Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Daterequired amortization under Section 3.02(A)(a), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective relevant Credit DocumentDocuments); (iii) amend, modify or waive any provision of this Section 12.1213.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date); oror (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall: (w) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (x) without the consent of the Agents, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Agents; or (y) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; or (z) amend, modify or waive any of the definition of Conversion Date.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to clauses (w) or (x) of the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may (i) enter into amendments to the Subsidiaries Guaranty and the Security Documents for the purpose of adding additional Subsidiaries of Holdings (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Section 7.17, in each case without the consent of the Required Banks.
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Amendment or Waiver. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Credit Document nor or any terms hereof other Loan Document, and no consent to any departure by the Borrower or thereof may any other Credit Party therefrom, shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Required Banks and the Required BanksBorrower or the applicable Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such changeamendment, waiver, discharge waiver or termination consent shall, without the consent of each Bank :
(with Obligations of the respective types being directly affected thereby): (ia) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, Extend or increase the Commitments of any Bank over (or reinstate any commitment terminated pursuant to Section 8.10) without the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment written consent of such Bank);
(b) Postpone any date fixed by this Agreement or any other Credit Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Credit Document without the written consent of each Bank directly affected thereby;
(c) Reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.13) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Bank directly affected thereby; provided, however, that only the consent of the Required Banks shall be necessary to amend any financial covenant hereunder (iior any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(d) Change Section 8.11 or Section 11.06 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank;
(e) Change any provision of this Section or the definition of "Required Banks" or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank;
(f) Release any Subsidiary Guarantor from the Guaranty Agreement or release all or substantially all of the Collateral (except as expressly provided in the respective Collateral Documents or in a transaction permitted by Section 7.02) without the written consent of each Bank; or
(g) Permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the written consent of each Bank, and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Banks required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document); (iii) amendno amendment, modify waiver or waive consent shall, unless in writing and signed by the Collateral Agent in addition to the Banks required above, affect the rights or duties of the Collateral Agent under this Agreement or any provision of this Section 12.12; other Credit Document and (iv) reduce the percentage specified inFee Letter may be amended, or otherwise modifyrights or privileges thereunder waived, in a writing executed only by the definition parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Required Banks (it being understood that, with such Bank may not be increased or extended without the consent of the Required Banks, additional extensions such Bank. For purposes of credit pursuant to this Agreement may and the other Credit Documents, a Default or an Event of Default that has been waived in writing in accordance with this Section 11.13 shall no longer be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loansdeemed continuing, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orunless such written waiver expressly provides otherwise.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being Lender directly affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Final Maturity Date 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 thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees or other amounts payable hereunder, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of Section 12.06 or this Section 12.12; 12.11, (iviii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Banks Lenders, (it being understood thativ) release the Company from its obligations under Company Guaranty or (v) consent to the assignment or transfer by each Borrower of any of its rights and obligations under this Agreement; and provided further that no change, with waiver, discharge or termination shall, without the consent of each of the Administrative Agent, each LC Issuer and the Required BanksLenders amend, additional extensions modify or waive any provision of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orSection 1.15.
Appears in 1 contract
Samples: Credit Agreement (Partnerre LTD)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Credit Loan Parties party thereto and the Required BanksLenders; provided provided, that no such amendment, change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): Lender: (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.1210.12; (iviii) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments Loans are included on the Restatement Effective Date); or(iv) consent to the assignment or transfer by the Borrower any of its rights and obligations under this Agreement; or (v) amend or waive the provisions of Section 6.19 or 9 or the first parenthetical appearing in the last paragraph of Section 7. The Borrower and the Lenders hereby agree for the benefit of the holders of Senior Debt that no amendment of. supplement of, modification to or waiver under any provision of this Agreement or any Notes will be entered into or effected with respect to Section 9.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Thane International Inc)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being other than a Defaulting Lender) directly affected thereby): , (i) extend the final scheduled maturity Final Maturity Date, (it being understood that any waiver of the application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release or permit the release of all or substantially all of the Collateral or release any Subsidiary Guarantor from the Subsidiary Guaranty (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; Section, (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders or (it being understood that, with v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Section 2 or 11 may be amended without the consent of the Required BanksLetter of Credit Issuer or the Administrative Agent, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Samples: Credit Agreement (Hci Direct Inc)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being other than a Defaulting Lender) directly affected thereby): , (i) extend the scheduled final scheduled maturity of any Loan or Note beyond Note, or extend the applicable Maturity Date required payment date of a reimbursement obligation in respect of any Letter of Credit, or extend the Commitment Termination Date, or extend the stated maturity expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon Note (except in connection with a the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofof any Loan or Note, or reduce the amount or extend the time of payment of any Fee (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or reduction in the amount of Fees for purposes of this clause (i)), (ii) except as set forth in Section 1.15, increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; 12.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans and the Commitments on the Effective Date), (iv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks Lenders (it being understood that, that (A) the Additional Tranche 1 Commitments (and the additional Revolving Loans incurred in connection therewith) and (B) with the consent of the Required BanksLenders, other additional extensions of credit pursuant to this Agreement Agreement, in each case, may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date); or, (v) release the Parent Borrower from its obligations under the Parent Borrower Guaranty or (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. No provision of Section 2 or any other provision relating to the rights and/or obligations of the Issuing Agent may be amended without the consent of the Issuing Agent. No provision of Section 11 or any other provision relating to the rights and/or obligations of the Administrative Agent may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Amendment or Waiver. (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 Banks; provided provided, that no -------- such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): , (i) extend a Maturity Date (it being understood that the final scheduled maturity application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all a material portion of the Collateral (Collateral, except as expressly provided in the respective Credit Document); Documents, (iii) amend, modify or waive any provision of this Section, Section 12.12; 3.03(c) or Section 4.02(A)(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of of, Required 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 Required Banks on substantially the same basis as the extensions an extension of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date), (v) consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof, or (vi) permit the express contractual subordination of the principal or interest on the Loans; orprovided further, that no such change, waiver, discharge -------- ------- or termination shall (x) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) Notwithstanding anything to the contrary contained above in this Section 12.12, the Collateral Agent may enter into amendments to the Security Documents for the purpose of adding Subsidiaries of either Borrower as parties thereto, or adding Subsidiaries of either Borrower to the Subsidiary Guaranty, and Mortgages, guarantees, and other security documentation may be entered into to satisfy the requirement of Section 7.13, in each case without the consent of the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Ocih LLC)
Amendment or Waiver. (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 Company and the Required Banks; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being other than a Defaulting Bank) directly affected thereby): , (i) extend the final scheduled maturity Maturity Date (it being understood that any waiver of the making of any Loan mandatory prepayment of Revolving Loans, or Note beyond the applicable Maturity Date application or extend the stated maturity method of application of any Letter of Credit beyond the Revolving Loan Maturity Datesuch prepayment, or the postponement of a Scheduled Commitment Reduction, shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; 13.12, or Section 11.07, 13.01, 13.04, 13.06(a) or 13.07(b), (iviii) reduce the percentage specified in, or otherwise modify, the definition of Required Banks or (it being understood that, with iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. No provision of Section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAgent.
Appears in 1 contract
Samples: Credit Agreement (Reltec Corp)
Amendment or Waiver. (a) Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower, the Loan Agent and the Required BanksTrustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Bank Lender (with Obligations provided that such Lender holds Secured Loans directly affected thereby in the case of the respective types being directly affected thereby): following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateSecured Loans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 12.12; 7.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority, (it being understood v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
(b) Subject to Section 2.2(b) hereof and Section 2.4 of the Indenture and subject to the satisfaction of the conditions specified therein, a Conforming Amendment to this Agreement shall be made for the purpose of facilitating the incurrence of any Additional Loans.
(c) No amendment may be made to this Agreement that would create an inconsistency with Section 5.1, Article VI or Article VII of the Indenture unless a contemporaneous and equivalent amendment is made to Section 5.1, Article VI or Article VII, as applicable, of the Indenture in accordance with the terms thereof.
(d) Any amendment to this Agreement (other than a Conforming Amendment to reflect any changes to the Indenture) that has a material adverse effect on any Class of Debt shall (x) except as set forth in clause (y), require the consent of a Majority of such Class of Debt and (y) if such amendment has a material adverse effect on any Class of Debt and is an amendment of the Required Bankstype listed under any clause of Section 8.2 of the Indenture requiring the consent of 100% of the Holders of such Class, additional extensions require consent of credit 100% of such Holders. Subject to the applicable requirements specified in Article VIII of the Indenture, prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver to the Lenders, the Trustee (who shall forward to the Holders of the Debt), the Collateral Manager and the Rating Agency a copy of such amendment. The Loan Agent and the Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. With respect to any amendment permitted by this Agreement the consent to which is expressly required from all or a Majority of each, or any specified, Class of Debt materially and adversely affected thereby, the Loan Agent and the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or Officer’s certificate of the Collateral Manager or the Borrower as to whether such amendment will have a material adverse effect on any Class of Debt.
(e) Any such waiver and any such amendment, supplement or modification pursuant to this Agreement may be included in the determination Section 7.11 shall apply equally to each of the Required Banks on substantially Lenders and shall be binding upon the same basis as Borrower, the extensions Lenders, the Loan Agent, the Trustee and all future holders of A Term the Secured Loans. In the case of any waiver, B Term Loansthe Borrower, Acquisition Loansthe Lenders, Acquisition the Trustee and the Loan Commitments Agent shall be restored to their former position and Revolving Loan Commitments are included on rights hereunder and under the Restatement Effective Date)other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; orbut no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
Appears in 1 contract
Amendment or Waiver. (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 BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary Guarantee 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 Bank Lender (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (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 waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of this Section 12.12; 11.12 (ivexcept 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 and the Loans on the Restatement Effective Date), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments the Loans are included on the Restatement Effective Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; orprovided, further, that no such change, waiver, discharge or termination shall (1) increase the 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment and/or repay all outstanding Loans of such Lender; provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that the Company shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.11(a).
(c) Notwithstanding anything to the contrary contained above in this Section 11.11, the Administrative Agent and/or the Collateral Agent may (i) enter into amendments to the Subsidiary Guarantee and the Security Documents for the purpose of adding additional Subsidiaries of the Company (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Section 7.11, without the consent of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Company and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document ------------------- Note 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 Banks; Holders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being Purchaser directly affected thereby): , (i) extend the final scheduled maturity Maturity (it being understood that any waiver of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of prepayment shall not constitute any Letter of Credit beyond the Revolving Loan Maturity Datesuch extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Purchaser over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iviii) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Holders, or (it being understood thativ) consent to the assignment or transfer by either Credit Party of any of its rights and obligations under this Agreement; provided further, with that no such change, waiver, discharge or termination shall, without the consent of the Required BanksPaying Agent amend any provision of Article 7 affecting the Paying Agent.
(b) Notwithstanding Section 13.12(a) of this Agreement, additional extensions of credit pursuant to the Company, the Guarantor and the Paying Agent may amend or supplement this Agreement may be included without the consent of any Purchaser to cure any ambiguity, omission, defect or inconsistency; provided, that such amendment or supplement does not adversely affect the rights of any Purchaser in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orany respect.
Appears in 1 contract
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause(i)), (i) extend the final scheduled maturity Maturity Date, as the case may be (it being understood that any waiver of the application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase rate of the Commitment interest for purposes of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 12.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Loans pursuant to the Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or, (w) without the consent of 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 the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (a)(i) through (v), inclusive, of this Section 12.12, the consent of the Required Banks is obtained but the consent of one or more of the other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso of Section 12.12(a).
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Amendment or Waiver. (a) Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Co-Borrowers, the Loan Agent and the Required BanksCollateral Trustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Bank Lender (with Obligations provided that such Lender holds Secured Loans directly affected thereby in the case of the respective types being directly affected thereby): following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateSecured Loans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 12.12; 7.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority, (it being understood v) consent to the assignment or transfer by either of the Co-Borrowers of any of their rights and obligations under this Agreement (except as permitted by Section 4.10), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
(b) Subject to Section 2.2(b) hereof and Section 2.13 of the Indenture and subject to the satisfaction of the conditions specified therein, a Conforming Amendment to this Agreement shall be made for the purpose of facilitating the incurrence of any Additional Loans.
(c) No amendment may be made to this Agreement that would create an inconsistency with Section 5.1, Article VI or Article VII of the Indenture unless a contemporaneous and equivalent amendment is made to Section 5.1, Article VI or Article VII, as applicable, of the Indenture in accordance with the terms thereof.
(d) Any amendment to this Agreement (other than a Conforming Amendment to reflect any changes to the Indenture) that has a material adverse effect on any Class of Debt shall (x) except as set forth in clause (y), require the consent of the Required Banks, additional extensions a Majority of credit pursuant to this Agreement may be included in the determination such Class of Debt and (y) if such amendment has a material adverse effect on any Class of Debt and is an amendment of the Required Banks on substantially type listed under any clause of Section 8.2 of the same basis as Indenture requiring the extensions consent of A Term Loans100% of the Holders of such Class, B Term Loansrequire consent of 100% of such Holders. Not later than 15 Business Days prior to the execution of any proposed amendment, Acquisition Loansthe Loan Agent, Acquisition at the request and expense of the Borrower, shall deliver to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Notes), the Collateral Manager and the Rating Agencies a copy of such amendment. The Loan Commitments Agent and Revolving Loan Commitments are included on the Restatement Effective Date); orCollateral Trustee shall be entitled to receive and shall be
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Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless UNLESS such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower and the Required BanksLenders; provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly Lender affected thereby): ,
(ia) change any date upon which a mandatory and automatic reduction in any Commitment of such Lender is scheduled to be made, or change the amount thereof,
(b) change any date upon which an installment payment of any Loans made by such Lender is scheduled to be made, or change the amount thereof,
(c) extend the final scheduled maturity of any Commitment or Loan or Note beyond of such Lender (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Datemaking of, or the application of, any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof),
(d) reduce the rate or extend the time of payment of interest or Fees thereon on any Loan or Commitment of such Lender (except in connection with a waiver of the applicability of any post-default increase in interest rates), or ,
(e) reduce the principal amount thereof, or increase the Commitments of any Bank Loan of any Lender,
(f) increase such Lender's Commitment over the amount thereof then in effect effect,
(it being understood that g) release the Borrower from any obligations as a waiver guarantor of its Subsidiaries' obligations under any Default Credit Document,
(h) release (i) any Credit Party from the Subsidiary Guaranty or Event of Default any pledge or of a mandatory reduction in the Total Commitment security agreement, or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral collateral pledged pursuant to the terms of this Agreement, in each case except strictly in accordance with the provisions of the Credit Documents,
(except as expressly provided in i) change the respective Credit Document); definition of the term "Change of Control" or any of the provisions of section 4.3 or 5.2 which are applicable upon a Change of Control,
(iiij) amend, modify or waive any provision of this Section section 12.12; , or section 8.14, 11.7, 12.1, 12.4, 12.6 or 12.7(b), or any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required,
(ivk) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders, or
(it being understood thatl) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; and PROVIDED, with FURTHER, that no change, waiver or other modification affecting the rights and benefits of a Lender and not all Lenders in a like or similar manner, shall be made without the written consent of such Lender. No provision of section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
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Amendment or Waiver. (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 BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary Guarantee 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 Bank Lender (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (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 waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of this Section 12.12; 11.12 (ivexcept 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 and the Loans on the Restatement EffectiveClosing Date), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments the Loans are included on the Restatement Effective EffectiveClosing Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; orprovided, further, that no such change, waiver, discharge or termination shall (1) increase the 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment and/or repay all outstanding Loans of such Lender; provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that the Company shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.11(a).
(c) Notwithstanding anything to the contrary contained above in this Section 11.11, the Administrative Agent and/or the Collateral Agent may (i) enter into amendments to the Subsidiary Guarantee and the Security Documents for the purpose of adding additional Subsidiaries of the Company (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Section 7.11, without the consent of the Required Lenders.
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Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, shall (A) without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend the final scheduled maturity Maturity Date (it being understood that any waiver of the application of any Loan prepayment of or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity Dateamortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commit- ment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default Default, or of a mandatory reduction in the Total Commitment or a mandatory prepayment Commitment, shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release or permit the release of all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Documents, (iii) amend, modify or waive any provision of this Section 12.12; , (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with that to the consent of extent the Required Banks, additional extensions of credit pursuant Banks -97- -89- have consented to the inclusion under this Agreement may of one or more additional credit facilities, such additional credit facilities shall be included in the determination of determining the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments Facilities are included on in such determination) or (v) consent to the Restatement Effective Date); orassignment or transfer by a Borrower of any of its rights and obligations under this Agreement, (B) without the consent of the Super Majority Banks, be made to Section 4.02(A)(b) or the definition of Super Majority Banks and (C) without the consent of the Plan Majority Banks, be made to Section 8.08(b) or the definition of Plan Majority Banks. No provision of Section 11 may be amended without the consent of an Agent affected thereby and no provision of Section 2 may be amended without the consent of the Letter of Credit Issuer.
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Amendment or Waiver. (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 BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary Guarantee 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 Bank Lender (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (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 waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of this Section 12.12; 11.12 (ivexcept 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 and the Loans on the Effective Date), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments the Loans are included on the Restatement Effective Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; orprovided, further, that no such change, waiver, discharge or termination shall (1) increase the 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment and/or repay all outstanding Loans of such Lender; provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided further, that the Company shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 11.12, the Administrative Agent and/or the Collateral Agent may (i) enter into amendments to the Subsidiary Guarantee and the Security Documents for the purpose of adding additional Subsidiaries of the Company (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Section 7.11, without the consent of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Company and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.
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Amendment or Waiver. (a) Neither this Agreement nor any other Credit ------------------- Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower and the Required BanksLenders; provided provided, however, that no such -------- ------- change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly other than a Defaulting Lender) affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Final Maturity Date or extend Expiry Date, as the stated maturity case may be, (it being understood that any waiver of the application of any Letter prepayment of Credit beyond or the Revolving Loan Maturity Datemethod of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release or permit the release of all or substantially all of the Collateral or release any Guarantor from its Guaranty (in each case except as expressly provided in the respective Credit DocumentLoan Documents); , (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orprovision
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Amendment or Waiver. (a) Neither Except as provided in paragraph (b) of this Section, no provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated unless such change, waiver, discharge or termination is in writing except by a written instrument signed by each of the respective Credit Parties party thereto Majority Tranche A Lenders and the Required Banks; provided Majority Tranche B Lenders and the Borrower and each Covered Party that is a party thereto, and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): modification shall (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date increase or extend the stated maturity New Tranche B Commitment of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect Lender (it being understood that a waiver waivers or modifications after the Closing Date of any Default covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase or extension of the any New Tranche B Commitment of any BankLender), and without the prior written consent of such Lender, (ii) postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document (it being understood that an increase in waivers or modifications after the available portion Closing Date of any Commitment covenants, Defaults or Events of any Bank Default shall not constitute an increase a postponement or delay in any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document), without the Commitment prior written consent of such Bank); Lender, (iiiii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Lender, without the prior written consent of such Lender, (iv) release all or substantially all of the Collateral (except as expressly shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by the Borrower of any of its respective Credit obligations under this Agreement or any other Financing Document); , without the prior written consent of each Lender, (iiiv) amend, modify or waive any provision of this Section 12.12; 9.10 or Section 9.1 or 9.2, without the prior written consent of each Lender, (ivvi) reduce the percentage specified in, in or otherwise modify, amend the definition of Required Banks Waiver Lenders or Majority Tranche A Lenders or Majority Tranche B Lenders, without the prior written consent of each Lender, (it being understood thatvii) change, amend or modify the principal amount of, or rate of interest on, or the maturity of, any Tranche A Loan, without the prior written consent of the Majority Tranche B Lenders, (viii) change, amend or modify the principal amount of, or rate of interest on, or the maturity of, any Tranche B Loan, without the prior written consent of the Majority Tranche A Lenders, or (ix) amend, modify or waive any provision of Section 10, without the prior written consent of the Administrative Agent.
(b) Notwithstanding anything to the contrary above, (i) at any time prior to the repayment in full of the Tranche A Loan, Sections 7 (other than Section 7.14) and 8 (but not Section 7A or 8A) may be amended, supplemented, modified or waived with the consent of the Required BanksMajority Tranche A Lenders, without the consent of any Tranche B Lender (provided that (x) unless consented to by the Majority Tranche B Lenders, no such amendment, supplement, modification or waiver shall add additional extensions covenants or events of credit pursuant default or make existing covenants or events of default more restrictive on the Borrower and its Subsidiaries and (y) at the time of repayment in full of the Tranche A Loan and of the other Senior Obligations then due and payable, all such amendments, supplements, modifications and waivers effected after the Closing Date shall automatically cease to this Agreement be in effect unless consented to by the Majority Tranche B Lenders), and (ii) Sections 7A (other than Section 7A.14) and 8A (but not Section 7 or 8) may be included in amended, supplemented, modified or waived with the determination consent of the Required Banks on substantially Majority Tranche B Lenders, without the same basis as consent of any Tranche A Lender (provided that, unless consented to by the extensions Majority Tranche A Lenders, no such amendment, supplement, modification or waiver shall add additional covenants or events of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included default or make existing covenants or events of default more restrictive on the Restatement Effective DateBorrower and its Subsidiaries); or.
(c) Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 9.10(a) or (b) shall be binding upon the Borrower, the Administrative Agent, the Lenders and their successors and assigns.
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Samples: Credit Agreement (Pg&e Corp)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause(i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, as the case may be, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase rate of the Commitment interest for purposes of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 12.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Commitment of any Bank, and that an increase in the available portion of any Revolving Commitment of any Bank shall not constitute an increase in the Revolving Commitment of such Bank); or, (w) without the consent of 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 the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (a)(i) through (v), inclusive, of this Section 12.12, the consent of the Required Banks is obtained but the consent of one or more of the other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso of Section 12.12(a).
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Amendment or Waiver. (a) Neither this Agreement nor or 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 BanksMajority Lenders; provided and unless, if such change, waiver, discharge or termination would have a Material Adverse Effect (as determined by the Borrower and the Administrative Agent), the Rating Agency Condition is met; provided, that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bankpayment thereof, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all a substantial portion of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of Section 9.6 or this Section 12.12; subsection 9.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 6.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to subsection 3.3.1(b) or (vii) amend, modify or waive any provision of Section 9.20; orprovided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of 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 (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the applicable Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of such Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as the same applies to the Administrative Agent, or any other provision as it relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of subsection 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of Section 9.12, the consent of the Required Lenders is obtained but the consent of one or more of the other Lenders whose consent is required is not obtained, then the Borrower shall have the right, subject to clause (d) below, to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 3.4.7 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination; provided, that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second or third proviso of subsection 9.12(a).
(c) If, in connection with any proposed amendment, modification, termination or waiver to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of subsection 9.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to terminate such non-consenting Lender's Commitment and repay in full its outstanding Loans and satisfy all other Obligations to such non-consenting Lender; provided, that the Borrower shall not have the right to terminate such non-consenting Lender's Commitment and repay in full its outstanding Loans pursuant to this subsection 9.12(c) if, immediately after the termination of such Lender's Commitment, the Loans of all Lenders would exceed the Total Maximum Commitment. Any reduction in Commitments made pursuant to this subsection 9.12(c) shall permanently reduce the amount resulting from each calculation of Total Maximum Commitment thereafter.
Appears in 1 contract
Samples: Credit Agreement (Tennenbaum Opportunities Partners V, LP)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): , (i) extend the final scheduled maturity of any Unpaid Drawing, Loan or Note beyond (it being understood that any waiver of an installment on, the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) thereon or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; Section, (iviii) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions an extension of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Letters of Credit and Revolving Loan Commitments are included on the Restatement Effective Date), or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document (except as expressly provided herein or therein); orprovided further that no such change, waiver, discharge or termination shall (w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (x) without the consent of 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 or (y) without the consent of the Administrative Agent or the Syndication Agents, respectively, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent, or Syndication Agents, as the case may be, or any other provision as same relates to the rights or obligations of such Administrative Agent or Syndication Agents, as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i) through (iv), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.14 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank’s rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend any Scheduled A Commitment Reduction Date, any Scheduled B Commitment Reduction Date or Scheduled TL Repayment Date or reduce the amount of any Scheduled A Commitment Reduction, any Scheduled B Commitment Reduction or any Scheduled TL Repayment (or any mandatory repayment arising as a result of any such Scheduled A Commitment Reduction or any such Scheduled B Commitment Reduction) or extend the final scheduled maturity of any Loan or Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment of Credit beyond or the Revolving Loan Maturity Datemethod of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release the Company from the Company Guaranty or release all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section, or Section 12.12; 1.10, 1.11, 2.06, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of, Required Banks, (v) increase the Maximum Canadian Dollar Amount or (vi) consent to the assignment or transfer by any Credit Party of Required Banks (it being understood that, any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 2 or 11 may be amended without the consent of the Required Banks, additional extensions Letter of credit pursuant Credit Issuer or the Administrative Agent. No provision relating to this Agreement Canadian Dollar Loans may be included in amended without the determination consent of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orCanadian Lender.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Credit 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 Banks; Lenders, provided that no -------- such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly Lender affected thereby): , (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity DateLoans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitments, or a mandatory prepayment prepayment, shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral or guaranties (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; Section, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders, (it being understood thatv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document, with or (vi) amend the order of the application of payments set forth in Section 2.6(d). No provision of Article 3, 10 or 11 may be amended without the consent of each Issuing Bank or the Required BanksAgent, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as set forth in clause (c) below, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of this Agreement that are incorporated by reference, mutatis mutandis, as if fully set forth herein shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Portfolio Manager; provided that that, no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following clause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or subclause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Trustee and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture; and
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Trustee and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Trustee shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Trustee and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) above, S&P shall be given written notice thereof.
Appears in 1 contract
Samples: Credit Agreement (Bain Capital Specialty Finance, Inc.)
Amendment or Waiver. (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 BanksMajority Banks and the Agent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations other than any Bank that is, at the time of the respective types being directly affected thereby): proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required)
(i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release all or substantially all any material portion of the Collateral (under any Security Document except as expressly shall be otherwise provided in the respective any Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; 12.11, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Majority Banks, additional extensions (v) consent to the assignment or transfer by the Borrower of credit pursuant any of its rights and obligations under any Credit Document or (vi) amend the definition of Loss Threshold Incurrence Date other than to this Agreement may be included in increase the determination of dollar amount or the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orpercentage specified therein.
Appears in 1 contract
Samples: Credit Agreement (Radian Group Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changedamended, waived, discharged waived or terminated otherwise modified unless such changeamendment, waiver, discharge waiver or termination other modification is in writing and signed by the respective Credit Parties party thereto Borrower and the Required Banks; Lenders, provided that no such changeamendment, waiver, discharge waiver or termination other modification shall, without the consent of each Bank Lender (with Obligations of the respective types being directly other than a Defaulting Lender) affected thereby): :
(ia) extend the any final scheduled maturity of date on or by which any Loan to be made by such Lender may be incurred, or Note beyond the applicable Maturity Date on which any such Loan is scheduled to be repaid (but not prepaid) or mature, or extend any date on or by which any interest or fees payable hereunder are scheduled to be paid, or extend any final date on which any Commitment of such Lender is scheduled to expire or terminate or increase any such Lender's General Revolving Commitment or extend the stated maturity expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to section 3.4 beyond the Revolving Loan Maturity Datelatest expiration date for a Letter of Credit provided for herein, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect .
(it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iiib) amend, modify or waive any provision of this Section 12.12; section 13.12, or section 12.7, 13.4, 13.6 or 13.7(b), or any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required;
(ivc) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders;
(it being understood that, with d) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of section 12 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
Appears in 1 contract
Amendment or Waiver. (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 109 or termination is in writing signed by the respective Credit Parties party thereto Required Lenders and the Required BanksBorrowers (or, in the case of any Credit Document other than this Agreement, as otherwise provided therein); provided provided, that no such change, waiver, discharge or -------- termination shall, without the consent of each Bank Lender (with Obligations of the respective types other than a Defaulting Lender) being directly affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment rate of interest or a mandatory prepayment shall not constitute an increase Fees for the purposes of the Commitment of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments) under all of the Security Documents, or release any Guarantor from its obligations under any Guaranty to which it is a party (except (in each case) as expressly provided in the Credit Documents); , (iii) amend, modify or waive any provision of this Section 12.12 to the extent that any such amendment, modification or waiver would alter any of the voting provisions set forth in the other provisions of this Section 12.12; , (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or ---------------- termination shall (w) increase the Revolving Commitment (or Canadian Sub- Commitment) or Dollar Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not: constitute an increase of the Revolving Commitment (or Canadian Sub- Commitment) of any Lender, and that an increase in the available portion of any Revolving Commitment (or Canadian Sub-Commitment) or Dollar Term Loan Commitment of any Lender shall not constitute an increase in the Revolving Commitment (or Canadian Sub-Commitment) of such Lender); or, (x) without the consent of the 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, (y) without the consent of Fleet, amend or modify the obligation of Fleet to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Lenders to fund Mandatory Borrowings, or (z) without the consent of the Agent, amend, modify or waive any provision of Section 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Workflow shall have the right, to replace each such non- consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that Workflow shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a). 110
Appears in 1 contract
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except it being understood that any amendment or modification to the financial definitions in connection with this Agreement or to Section 11.07(a) shall not constitute a waiver reduction in the rate of applicability interest or Fees for the purposes of any post-default increase in interest ratesthis clause (i)), or reduce the principal amount thereof, (ii) amend, modify or waive any provision of this Section 11.12 (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), (iii) reduce the percentage specified in the definition of Required Lenders or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that a waiver 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 Default financial covenants), Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such BankLender); , or (ii2) release all or substantially all without the consent of the Collateral (except as expressly provided in the respective Credit Document); (iii) each Agent affected thereby, amend, modify or waive any provision of this Section 12.12; (iv) reduce 10 as same applies to such Agent or any other provision as same relates to the percentage specified in, rights or otherwise modify, the definition obligations of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orsuch Agent.
Appears in 1 contract
Amendment or Waiver. (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 Banks; , provided that no -------- such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): , (i) extend the final scheduled maturity of any Unpaid Drawing, Loan or Note beyond (it being understood that any waiver of an installment on, the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-post- default increase in interest rates)) thereon or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all amend, modify or substantially all waive any provision of the Collateral (except as expressly provided in the respective Credit DocumentSection 3.03(b); , (iii) amend, modify or waive any provision of this Section 12.12; Section, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions an extension of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Letters of Credit and Revolving Loan Commitments are included on the Restatement Effective Date), or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document (except as expressly provided herein or therein); orprovided further, that no such change, waiver, discharge or termination shall ---------------- (w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (x) without the consent of 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 or (y) without the consent of the Administrative Agent or the Co-Agents, respectively, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent or Co- Agent, as the case may be, or any other provision as same relates to the rights or obligations of such Administrative Agent or Co-Agent, as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i) through (iv), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.14 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 12.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 12.12, the Administrative Agent may enter into amendments to the Subsidiary Guaranty for the purpose of adding Subsidiaries of the Borrower to the Subsidiary Guaranty without the consent of the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other DIP 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 Party thereto and the Required BanksLenders; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender and that certain participant Abelco Finance LLC (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): ), (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; 12.11, (iviii) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date), (iv) release all or substantially all of the Collateral from the security interests and Liens created pursuant to the DIP Credit Documents and the Orders (except as set forth in the DIP Credit Documents), or (v) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement; orprovided further, that no such change, waiver, discharge or termination shall (w) 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that any change to the Borrowing Base Amount or an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (x) without the consent of the DIP 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 the DIP Agent, amend, modify or waive any provision of Annex A as same applies to such DIP Agent or any other provision as same relates to the rights or obligations of such DIP Agent, (z) without the consent of the DIP Collateral Agents, amend, modify or waive any provision relating to the rights or obligations of the DIP Collateral Agents. Notwithstanding anything to the contrary contained herein, the modifications contemplated by Section 12.04, to the extent needed to make new Lenders party to this Agreement, shall be permitted in accordance with the terms thereof. All amendments effected in compliance with this Section 12.11 shall be effective and enforceable against all parties hereto without further application to, or order of, the Bankruptcy Courts.
(b) If, in connection with any proposed change, waiver, discharge or termination to or of any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that in any event the Borrowers shall not have the right to replace a Lender, terminate its Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender's right pursuant to clause (i) of Section 12.11(a) not to have its Commitment increased (and the withholding of any required consent by such Lender).
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as set forth in clause (c) of this Section 8.12, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of the Indenture that are incorporated by reference in this Agreement, mutatis mutandis, as if fully set forth herein, shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following subclause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any Mandatory Prepayment of Loans required pursuant to Section 3.3.3 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further, that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Trustee and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture;
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Trustee and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Trustee shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Trustee and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) of this Section 8.12, S&P shall be given written notice thereof.
(e) Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as reasonably determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (PennantPark Floating Rate Capital Ltd.)
Amendment or Waiver. (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 Company and the Required Banks; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected therebyin the case of following clause (i)): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iviii) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and the Revolving Loan Commitments are included on the Restatement Effective Date) or (iv) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (I) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, any Default or Event of Default or of a mandatory Commitment reduction to the Total Commitment or of a mandatory prepayment shall not consti- tute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), without the consent of such Bank, (II) without the consent of each Issuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (III) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to the Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings), or (IV) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; orPROVIDED, HOWEVER, that in any case the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (iv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Bank or Banks with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Bank's Revolving Loan Commitment and repay in full its outstanding Loans, in accordance with Sections 3.02(b) and/or 4.01(b), PROVIDED that, unless the Commitments that are terminated, and Loans that are repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Banks or the increase of the Commitments and/or outstanding Loans of existing Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Banks (determined before giving effect to the proposed action) shall specifically consent thereto and, PROVIDED FURTHER, that in any event the Company shall not have the right to replace a Bank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as set forth in clause (c) of this Section 8.12, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of the Indenture that are incorporated by reference in this Agreement, mutatis mutandis, as if fully set forth herein, shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following subclause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any Mandatory Prepayment of Loans required pursuant to Section 3.3.3 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further, that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Trustee and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture;
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Trustee and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Trustee shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Trustee and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel; and
(iv) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders; provided that no Class of Note shall have the right to object or be required to consent to the removal of Section 3.7; provided, further, that upon the removal of Section 3.7 any provision of the Indenture related to Section 3.7, including, without limitation, Section 6.9 of the Indenture, shall have no further force or effect for the purposes of this Agreement.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) of this Section 8.12, S&P shall be given written notice thereof and a copy of the executed amendment after its execution.
(e) Neither the Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as reasonably determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (AG Twin Brook Capital Income Fund)
Amendment or Waiver. (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 BanksLenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): Lender, (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Dateportion thereof, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates), ) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Credit Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Credit Commitment or a mandatory prepayment shall not constitute an increase a change in the terms of the Credit Commitment of any BankLender), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of collateral at such time securing the Collateral Obligations hereunder (except as expressly provided in the respective Credit Documentsuch instruments pertaining to such collateral); , (iii) the release of the Guaranty or any other guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 12.122.12, 2.13, 4.05, 9.01, 9.02, 9.03, 11.02, 11.08 or 11.11; (ivv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks Lenders; (it being understood that, with vi) alter or amend any provision hereof expressly requiring the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination all of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date)Lenders; or
Appears in 1 contract
Samples: Credit Agreement (Hooper Holmes Inc)
Amendment or Waiver. (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 Majority Banks and the Required BanksAgent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Municipal Tranche Bank and Part C Bank or of each Structured Tranche Bank and Part E Bank (with Obligations other than any Municipal Tranche Bank, Part C Bank, Structured Tranche Bank or Part E Bank, as the case may be, that is, at the time of the respective types being directly affected thereby): proposed extension, release, amendment, reduction or consent, a Defaulting Bank) (i) extend the final scheduled maturity of any Municipal Tranche Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Structured Tranche Loan Maturity Dateor Note, respectively, other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Municipal Tranche Commitment or Municipal Tranche Contingent Commitment or the Structured Tranche Commitment or Structured Tranche Contingent Commitment, as the case may be, of any such Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase a change in the terms of the any Commitment or Contingent Commitment of any Bank), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all any material portion of the Municipal Collateral (or Structured Collateral, respectively, under any Security Document except as expressly shall be otherwise provided in the respective any Credit Document); , (iii) amend, modify or waive any provision of this Section 12.12; , (iv) reduce the percentage specified inin the definition of Majority Banks, (v) consent to the assignment or otherwise modifytransfer by the Borrower of any of its rights and obligations under any Credit Document, (vi) amend the definition of Municipal Loss Threshold Incurrence Date or Structured Loss Threshold Incurrence Date, respectively, or, in the case of such Part C Bank, the definition of Required Banks Municipal Contingent Loss Threshold Incurrence Date, other than in each case increase the dollar amount or the percentage specified therein or (it being understood thatvii) amend, with the consent modify or waive any provision of the Required BanksSection 9.03(a) or Section 9.03(b), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Expiry Date or any extension of the Expiry Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; (iv) 14.12 or reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective DateDate and this Section 14.12 may be amended to permit such inclusions on such substantially the same basis) or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (A) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or, (B) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, 152
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as set forth in clause (c) of this Section 8.12, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of the Indenture that are incorporated by reference in this Agreement, mutatis mutandis, as if fully set forth herein, shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following subclause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any Mandatory Prepayment of Loans required pursuant to Section 3.3.3 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further, that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Agent and all future holders of the Loans and the Lender Notes (or a holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture;
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Agent and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Agent shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Agent and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel; and
(iv) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders; provided that no Class of Note shall have the right to object or be required to consent to the removal of Section 3.7; provided, further, that upon the removal of Section 3.7 any provision of the Indenture related to Section 3.7, including, without limitation, Section 2.5(n) of the Indenture, shall have no further force or effect for the purposes of this Agreement.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) of this Section 8.12, S&P shall be given written notice thereof.
Appears in 1 contract
Samples: Credit Agreement (Silver Point Specialty Lending Fund)
Amendment or Waiver. (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 BanksLenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): Lender, (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Dateportion thereof, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates), ) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase a change in the terms of the Credit Commitment of any BankLender), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of collateral at such time securing the Collateral Obligations (except as expressly provided in the respective Credit Documentsuch instruments pertaining to such collateral); , (iii) the release of any guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 12.122.12, 2.13, 4.05, 9.01, 9.02, 9.03, 11.02, 11.08 or 11.11; (ivv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks Lenders; (it being understood thatvi) alter or amend any provision hereof expressly requiring the consent, with the consent satisfaction or acceptance of all of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date)Lenders; or
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Amendment or Waiver. (a) Neither Except as set forth in clause (c) of this Section 8.12, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of the Indenture that are incorporated by reference in this Agreement, mutatis mutandis, as if fully set forth herein, shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following subclause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any Mandatory Prepayment of Loans required pursuant to Section 3.3.3 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further, that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Agent and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture;
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Agent and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Agent shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Agent and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel; and
(iv) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders; provided that no Class of Note shall have the right to object or be required to consent to the removal of Section 3.7; provided, further, that upon the removal of Section 3.7 any provision of the Indenture related to Section 3.7, including, without limitation, Section 2.5(n) of the Indenture, shall have no further force or effect for the purposes of this Agreement.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) of this Section 8.12, S&P shall be given written notice thereof.
Appears in 1 contract
Samples: Credit Agreement (PennantPark Floating Rate Capital Ltd.)
Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changedamended, waivedwaived or otherwise modified UNLESS such amendment, discharged waiver or terminated unless such change, waiver, discharge or termination other modification is in writing and signed by the respective Credit Parties party thereto Borrower and the Required Banks; provided Lenders, PROVIDED that no such changeamendment, waiver, discharge waiver or termination other modification shall, without the consent of each Bank Lender (with Obligations of the respective types being directly other than a Defaulting Lender) affected thereby): :
(ia) extend the any interim or final scheduled maturity of date on or by which any Loan to be made by such Lender may be incurred, or Note beyond the applicable Maturity Date on which any such Loan is scheduled to be repaid, prepaid or mature, or extend the stated maturity any interim or final date on which any Commitment of any Letter of Credit beyond the Revolving Loan Maturity Datesuch Lender is scheduled to expire or terminate, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments any Commitment of any Bank such Lender over the amount thereof then in effect effect;
(it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iib) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, change the definition of Required Banks (it being understood that, with the consent term "Change of Control" or any of the Required Banks, additional extensions provisions of credit pursuant to this Agreement may be included in section 4.2 or 5.2 which are applicable upon a Change of Control;
(c) change the determination definition of the Required Banks on substantially term "Permitted Acquisition" or any of the same basis provisions of section 9.2(c) which are applicable to Permitted Acquisitions which would have the effect of depriving such Lender of its rights with respect to "hostile acquisitions" as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orcontemplated by such definition;
Appears in 1 contract
Samples: Credit Agreement (Lesco Inc/Oh)
Amendment or Waiver. (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 Co-Borrowers (or the Treasury Manager on behalf of all Co-Borrowers) and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being other than a Defaulting Lender) directly affected thereby): ,
(i) extend the final scheduled any maturity of any date provided for herein applicable to a Loan or Note beyond a Commitment (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Datemaking of, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity thereof);
(ii) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates), ) or Fees thereon;
(iii) reduce the principal amount thereof, or increase the Commitments any Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or a mandatory prepayment any component thereof) shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase Lender);
(iv) release any Co-Borrower from its obligations as a Co-Borrower hereunder, except with the consent of all Lenders in accordance with section 8.13;
(v) release any Credit Party from the Commitment of such BankSubsidiary Guaranty, except in connection with a transaction permitted by section 9.2(d); ;
(iivi) release all or substantially all any substantial portion of any collateral which may have been provided by any Credit Party to the Collateral (Administrative Agent as security for the Obligations, except as expressly provided in the respective Credit Document); Documents;
(iiivii) amend, modify change the definition of the term "Change of Control" or waive any provision of this Section 12.12; the provisions of section 4.2 or 5.2 which are applicable upon a Change of Control;
(ivviii) change the definition of the term "Determination of Taxability" or any of the provisions of section 4.2 or 5.2 which are applicable upon a Determination of Taxability;
(ix) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(c) which are applicable to Permitted Acquisitions which would have the effect of depriving such Lender of its rights with respect to "hostile acquisitions" as contemplated by such definition;
(x) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Lenders;
(it being understood thatxi) amend, with modify or waive any provision of this section 14.12, or section 11.7, 14.1, 14.4, 14.6 or 14.7(b);
(xii) amend, modify or waive any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required; or
(xiii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of section 11 may be amended without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Cedar Fair L P)
Amendment or Waiver. (a) Neither Except as set forth in clause (c) below, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of this Agreement that are incorporated by reference, mutatis mutandis, as if fully set forth herein shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Class A-1-L Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that that, no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following clause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or subclause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any mandatory prepayment of Loans required pursuant to Section 3.3(a) or (G) amend, modify or waive any provision of Section 8.19; orprovided, further that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Agent and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture;
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Agent and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Agent shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Agent and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel; and
(iv) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders; provided that no Class of Note shall have the right to object or be required to consent to the removal of Section 3.7; provided further that upon the removal of Section 3.7 any provision of the Indenture related to Section 3.7, including, without limitation, Section 2.5(r) of the Indenture, shall have no further force or effect for the purposes of this Agreement.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) above, S&P shall be given written notice thereof.
(e) Neither the Collateral Agent nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as reasonably determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
Appears in 1 contract
Amendment or Waiver. (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, in the case of the Dynavox Pledge Agreement, the pledgors thereunder) and the Required Banks; provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): : (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof; (ii) release all or substantially all of the Collateral (except as expressly provided in the relevant Credit Documents) or all or substantially all of the Guarantors from their Guaranties (in each case except as expressly provided in the relevant Credit Documents); (iii) amend, modify or waive any provision of Section 13.06 or this Section 13.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Effective Date may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) except for the Borrower Acknowledgment and Assumption, consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall: (1) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank)) without the consent of such Bank; (ii2) release all or substantially all without the consent of the Collateral (except as expressly provided in the respective Credit Document); (iii) Issuing Bank, amend, modify or waive any provision of this Section 12.122 or alter its rights or obligations with respect to Letters of Credit; (iv3) reduce without the percentage specified inconsent of the Administrative Agent, amend, modify or otherwise modifywaive any provision of Section 11 or any other provision relating to the rights or obligations of the Administrative Agent; (4) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; (5) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding 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 (it being understood that6) without the consent of the Majority Banks of the respective Tranche, amend, modify or waive any Scheduled Repayment of such Tranche.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may (i) enter into amendments to the Subsidiary Guaranty and the Security Documents for the purpose of adding additional Subsidiaries of Holdings (or other Credit Parties) or other pledgors as parties thereto and (ii) enter into security documents to satisfy the requirements of Sections 7.11 and 7.14, in each case without the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Credit 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 Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly other than a Defaulting Lender) affected thereby): , (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note beyond (it being understood that any waiver of the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity DateLoans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate (other than as a result of waiving the applicability of any post-default increases in interest rates) or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase in the available portion of the any Commitment of any BankLender, and that an increase in the available portion of any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such BankLender); , (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 11.10, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders or change the percentage of holders of Commitments or the aggregate unpaid principal amount of the Revolving Loans which shall be required for the Lenders for any of them to take action under this Credit Agreement or (it being understood that, with v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document. No provision of Article 3 or 10 may be amended without the consent of each Issuing Bank or the Required BanksAgent, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orrespectively.
Appears in 1 contract
Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Final Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.1213.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Capital Expenditure Loans, Acquisition Loans, Acquisition Capital Expenditure Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); oror (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall: (u) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a man- datory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (v) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit; or (w) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; or (x) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Collateral Agent; or (y) without the consent of the Required Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between Term Loans and Capital Expenditure Loans in a manner adverse to the Term Loans or (II) Section 4.02(A)(b) or the definition of Required Term Facility Banks or (z) without the consent of the Required Capital Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between Term Loans and Capital Expenditure Loans in a manner adverse to the Capital Expenditure Loans or (II) Section 4.02(A)(c), the definition of Required Capital Expenditure Facility Banks or the definition of Capital Expenditure Loan Conversion Date.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that such Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to clauses (u)-(z) of the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may (i) enter into amendments to the Subsidiaries Guaranty and the Security Documents for the purpose of adding additional Subsidiaries of the Borrower (or other Credit Parties) as parties thereto and (ii) enter into security documents to satisfy the requirements of Sections 8.15, 8.17 and the definition of Permitted Store Developments, in each case without the consent of the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Moovies Inc)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond (it being understood that any waiver of an installment on, the applicable Maturity Date or extend the stated maturity application of any Letter prepayment or the method of Credit beyond application of any prepayment to the Revolving Loan Maturity Dateamortization of the Term Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment prepayment, shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (ii) release or make any modification (the reasonable likely outcome of which would be a material adverse effect on the Collateral position of the Banks) with respect to all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section, or Section 12.12; 9.1, 11.7, 12.1, 12.2, 12.4, 12.6 or 12.7(b), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks or (it being understood that, with v) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document. No provision of Section 2 or 11 may be amended without the consent of the Required BanksLetter of Credit Issuer or the Agent, additional extensions of credit pursuant respectively. In addition, notwithstanding anything to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or153
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Amendment or Waiver. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Credit Document nor or any terms hereof other Loan Document, and no consent to any departure by the Borrower or thereof may any other Credit Party therefrom, shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Required Banks and the Required BanksBorrower or the applicable Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such changeamendment, waiver, discharge waiver or termination consent shall, without the consent of each Bank :
(with Obligations of the respective types being directly affected thereby): (ia) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, Extend or increase the Commitments of any Bank over (or reinstate any commitment terminated pursuant to Section 8.10) without the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment written consent of such Bank);
(b) Postpone any date fixed by this Agreement or any other Credit Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Credit Document without the written consent of each Bank directly affected thereby;
(c) Reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.13) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Bank directly affected thereby; provided, however, that only the consent of the Required Banks shall be necessary to amend any financial covenant hereunder (iior any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(d) Change Section 8.11 or Section 11.06 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank;
(e) Change any provision of this Section or the definition of "Required Banks" or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank;
(f) Release any Subsidiary Guarantor from the Guaranty Agreement or release all or substantially all of the Collateral (except as expressly provided in the respective Collateral Documents or in a transaction permitted by Section 7.02) without the written consent of each Bank;
(g) Permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the written consent of each Bank; or
(h) Change Section 3.03(iii) without the written consent of each Bank holding Term Loans, and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Banks required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document); (iii) amendno amendment, modify waiver or waive consent shall, unless in writing and signed by the Collateral Agent in addition to the Banks required above, affect the rights or duties of the Collateral Agent under this Agreement or any provision of this Section 12.12; other Credit Document and (iv) reduce the percentage specified inFee Letter may be amended, or otherwise modifyrights or privileges thereunder waived, in a writing executed only by the definition parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of Required Banks (it being understood that, with such Bank may not be increased or extended without the consent of the Required Banks, additional extensions such Bank. For purposes of credit pursuant to this Agreement may and the other Credit Documents, a Default or an Event of Default that has been waived in writing in accordance with this Section 11.13 shall no longer be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loansdeemed continuing, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orunless such written waiver expressly provides otherwise.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Amendment or Waiver. (ai) Neither Except as set forth in clause (iii) below, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis. If there is any conflict between this Agreement and the Indenture or any other Credit Transaction Document, this Agreement, the Indenture and such other Transaction Document nor shall be interpreted and construed, if possible, so as to avoid or minimize such conflict but, to the extent (and only to the extent) of such conflict, the Indenture shall prevail and control and in any other case this Agreement shall prevail and control.
(ii) Upon the execution of any supplemental Indenture under Article VIII of the Indenture, any provisions of this Agreement that are incorporated by reference, mutatis mutandis, as if fully set forth herein shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(1) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of any Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Loan Agent and a Majority of the Required BanksLenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following clause (iA)), and without satisfying the Rating Condition, (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoan, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral (in each case, except as expressly provided in the respective Credit DocumentTransaction Documents); , (iiiC) amend, modify or waive any provision of Section 9.6 (Payments Pro Rata) or subclause (a) of this Section 12.12; 9.12 (ivAmendment or Waiver), (D) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) assign or transfer the Borrower’s rights and obligations under this Agreement), (F) waive any mandatory prepayment of any Loan required pursuant to Section 3.3(a) (Repayments and Prepayments) or (G) amend, modify or waive any provision of Section 9.20 (No Petition); orprovided, further, that no such change, waiver, discharge or termination shall (i) increase the applicable interest rate on the Loans without satisfying the Rating Condition, (ii) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or (iii) without the consent of the Loan Agent amend, modify or waive any provision of Article VII (The Trustee and the Loan Agent) or Section 3.6 (Subordination) as the same applies to the Loan Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Trustee, the Loan Agent and all future Holders of any Loan and any applicable Lender Note.
(2) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture.
(3) In the case of any waiver, the Borrower, the Lenders and the Loan Agent shall be restored to their former position and rights hereunder and under the other Transaction Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 9.12, the Loan Agent shall be entitled to receive, and (subject to Section 7.3 and 7.5 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel. The Trustee shall promptly forward notice of each waiver, amendment, supplement or modification under this Section 9.12 to [REDACTED] and [REDACTED].
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Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commit ment of any Bank over the amount thereof then in effect (it being understood under stood that a waiver of any condition, covenant, Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); , (iiiii) release or permit the release of (x) all or substantially all of the Security Agreement Collateral or (except as expressly provided in y) the respective Credit Document); Guaranty of Holdings or Parent pursuant to Section 12, (iiiiv) amend, modify or waive any provision of this Section 12.12; 11.12, (ivv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood and agreed that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Commitments (and related extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments credit) are included on the Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment. No provision of Sections 10, or any other provisions relating to the Administrative Agent may be modified without the consent of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the proviso to Section 11.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non- consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination; orprovided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to Section 11.12(a)(ii).
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Amendment or Waiver. (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 BanksLenders; provided PROVIDED, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): Lender, (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Dateportion thereof, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates), ) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase a change in the terms of the Credit Commitment of any BankLender), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of collateral at such time securing the Collateral Obligations (except as expressly provided in the respective Credit Documentsuch instruments pertaining to such collateral); , (iii) the release of any guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 12.122.12, 2.13, 4.05, 9.01, 9.02, 9.03, 11.02, 11.08 or 11.11; (ivv) reduce the any percentage specified in, or otherwise modify, the definition of Required Banks Lenders; (it being understood thatvi) alter or amend any provision hereof expressly requiring the consent, with the consent satisfaction or acceptance of all of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date)Lenders; or
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Amendment or Waiver. (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 Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations of the respective types being directly affected thereby): in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except (x) in connection with a the waiver of applicability of any post-default increase in interest ratesrates and (y) 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 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 thereofthereof (except to the extent repaid in cash), or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks 13.12 (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included under this Agreement to provide the Lenders with customary similar or additional rights of consent), (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 Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (w) 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 Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender); 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 or Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of such 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.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12, the consent of the Required Lenders is obtained but the consent of one or more of other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Universal Compression Holdings Inc)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause(i)), (i) extend the final scheduled maturity of any Term Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, as the case may be (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase rate of the Commitment interest for purposes of any Bankthis clause (i)), and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (in each case except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 12.12(a), (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or, (w) without the consent of 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 the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (a)(i) through (v), inclusive, of this Section 12.12, the consent of the Required Banks is obtained but the consent of one or more of the other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination, provided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso of Section 12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Penhall Co)
Amendment or Waiver. (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 Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly other than a Defaulting Bank) affected thereby): , (i) extend the final scheduled maturity Maturity Date (it being understood that any waiver of the application of any Loan prepayment of the Loans or Note beyond the applicable Maturity Date or extend the stated maturity method of application of any Letter of Credit beyond prepayment to the Revolving Loan Maturity DateScheduled Commitment Reductions, shall not constitute any such extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any condition, covenant, Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase a change in the available portion terms of any Commitment of any Bank shall not constitute an increase Bank), (iii) release or permit the release of (x) any Mortgaged Rig from the Lien of the respective Security Documents or (y) the Guaranty of Holdings pursuant to Section 13 or the Guaranty of any Subsidiary Guarantor so long as such Subsidiary Guarantor continues to own any Mortgaged Rig (except, in the Commitment case of such Bank); both (iix) release all or substantially all of the Collateral and (except y) above, as expressly provided in the respective Credit DocumentDocuments); , (iiiiv) amend, modify or waive any provision of this Section 12.12; , (ivv) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood and agreed that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Commitments (and related extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments credit) are included on the Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment including, without limitation, a Scheduled Commitment Reduction. No provision of Sections 2 or 11, or any other provisions relating to the Letter of Credit Issuer or the Administrative Agent may be modified without the consent of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Borrower shall have the right to replace each such non- consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termi-nation; orprovided that the Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to Section 12.12(a)(ii).
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Amendment or Waiver. (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 Company and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected therebyin the case of following clause (i)): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or any portion thereof 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the respective Credit DocumentDocuments); , (iii) amend, modify or waive any provision of this Section 12.12; 13.12, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A the Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (I) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, any Default or Event of Default or of a mandatory Commitment reduction to the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), without the consent of such Bank, (II) without the consent of each Issuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (III) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent, (IV) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (V) without the consent of the Required A Facility Banks (A) amend, modify or waive any of the required applications of any prepayments or repayments, as between the various Tranches of Term Loans, pursuant to Section 4.01 or Section 4.02(B)(a), (B) amend, modify or waive the requirements of Section 4.02(A)(d), (e), (f) or (g) or (C) amend, modify or waive any part of the definition of Required A Facility Banks in a manner adverse to the Banks with A Term Loans, (VI) without the consent of the Required B Facility Banks (A) amend, modify or waive any of the required applications of any prepayments or repayments, as between the various Tranches of Term Loans, pursuant to Section 4.01 or Section 4.02(B)(a), (B) amend, modify or waive the requirements of Section 4.02(A)(d), (e), (f) or (g) or (C) amend, modify or waive any part of the definition of Required B Facility Banks in a manner adverse to the Banks with B Term Loans, (VII) without the consent of the Required C Facility Banks (A) amend, modify or waive any of the required applications of any prepayments or repayments, as between the various Tranches of Term Loans, pursuant to Section 4.01 or Section 4.02(B)(a), (B) amend, modify or waive the requirements of Section 4.02(A)(d), (e), (f) or (g) or (C) amend, modify or waive any part of the definition of Required C Facility Banks in a manner adverse to the Banks with C Term Loans or (VIII) without the consent of the Required D Facility Banks (A) amend, modify or waive any of the required applications of any prepayments or repayments, as between the various Tranches of Term Loans, pursuant to Section 4.01 or Section 4.02(B)(a), (B) amend, modify or waive the requirements of Section 4.02(A)(d), (e), (f) or (g) or (C) amend, modify or waive any part of the definition of Required D Facility Banks in a manner adverse to the Banks with D Term Loans or D Term Loan Commitments; provided, however, that in any case the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Section 4.02(A)(d), (e) or (f), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Bank or Banks (or, at the option of the Company if the respective Bank's consent is required with respect to less than all Tranches of Loans, to replace only the respective Tranche or Tranches of Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Banks pursuant to Section 1.12 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Bank's Revolving Loan Commitment (if such Bank's consent is required as a result of its Revolving Loan Commitment) and/or repay in full its outstanding Loans, in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans that are repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Banks or the increase of the Commitments and/or outstanding Loans of existing Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Banks (determined before giving effect to the proposed action) shall specifically consent thereto and, provided further, that in any event the Company shall not have the right to replace a Bank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Collateral Agent may enter into amendments to the Security Documents for the purpose of adding Subsidiaries of the Company as parties thereto and Additional Security Documents and guarantees may be entered into to satisfy the requirements of Section 8.13, in each case without the consent of the Required Banks.
Appears in 1 contract
Amendment or Waiver. (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 BanksLenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types being directly affected thereby): thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except thereon(except in connection with a waiver of applicability of any post-default increase in interest ratesrates or Fees), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default or of a mandatory reduction modification to the financial definitions in the Total Commitment or a mandatory prepayment this Agreement shall not constitute an increase a reduction in any rate of interest or fees for purposes of this NEWYORK 9228865 (2K) -143- clause (i), notwithstanding the Commitment fact that such amendment or modification actually results in such a reduction; provided that such amendment or modification was not made primarily for the purpose of reducing the interest rate or Fees hereunder), (ii) reduce the amount of or extend the date of any BankScheduled Incremental Term Loan Repayment, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); Security Documents) under all the Security Documents, (iiiiv) amend, modify or waive any provision of this Section 12.12; 13.01 (ivexcept 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), (v) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vii) amend or modify Section 13.19(a), except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Required Lenders (it being understood, however, that any Lender may decline to participate in any such offer to prepay below par in its sole discretion) or (viii) release the Borrower from this Agreement or the Borrower Guaranty; provided further, that no such change, waiver, discharge or termination shall (1) be effective without the written acknowledgment (though not consent) of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), (2) 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 prepayment of Loans or a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (3) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (5) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (6) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (7) without the written consent of the Majority Lenders of a Tranche affected thereby, impose any greater restriction on the ability of any Lender to assign any of its rights or obligations with respect to such Tranche hereunder, (8) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Revolving Loans pursuant to this Agreement as in effect 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 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) or (9) without NEWYORK 9228865 (2K) -144- 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).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viii), inclusive, of the first proviso to Section 13.01(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01(vii); provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso appearing in Section 13.01(a).
(c) Notwithstanding anything to the contrary contained in Section 13.01(a) and (d), the Borrower, the Administrative Agent and each Incremental Term Loan Lender and Incremental RL Lender may, in accordance with the provisions of Section 2.15 or 2.16, as the case may be, enter into an Incremental Loan Commitment Agreement; provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Lender party to such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.01.
(d) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Letter of Credit Issuer and the Swingline Lender) if (i) by the terms of such agreement the Revolving Loan Commitment of each Lender not consenting to the amendment provided for therein xxxxx xxxxxxxxx upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (EnerSys)
Amendment or Waiver. (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 Majority Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): : (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank (over the amount thereof then in effect effect) or extend the availability of (whether by amendment of the definition of Availability Expiry Date or otherwise) the Commitments of any Bank (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase or extension of the availability of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit Document); (iii) amend, modify or waive any provision of this Section 12.1212.9; (iviii) reduce the percentage specified in, or otherwise modify, the definition of Required Banks Majority Banks; (it being understood thativ) consent to the assignment or transfer by or release of any Obligor of any of its rights and obligations under this Agreement; or (v) amend, with modify or waive any provision in Article X hereof or release any Guarantor from any of their respective obligations hereunder; provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Required BanksAgents, additional extensions amend, modify or waive any provision of credit pursuant Article XI or any other provision relating to this Agreement may be included in the determination rights or obligations of the Required Banks on substantially Agents, or (y) without the same basis as consent of the extensions Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); orJoint Lead Arrangers.
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as set forth in clause (c) of this Section 8.12, this Agreement nor may not be amended or waived other than in accordance with Article VIII of the Indenture, which is hereby incorporated by reference mutatis mutandis.
(b) Upon the execution of any other Credit Document nor supplemental indenture under Article VIII of the Indenture, any provisions of the Indenture that are incorporated by reference in this Agreement, mutatis mutandis, as if fully set forth herein, shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Agreement for all purposes; and every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms hereof or thereof of this Agreement that are not related to provisions of the Indenture and that are terms uniquely affecting the Lenders may not 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, the Agents and a Majority of the Required BanksLenders and is consented to by the Collateral Manager; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations of the respective types Loans being directly affected thereby): thereby in the case of the following subclause (iA)), (A) extend any time fixed for the final scheduled maturity payment of any Loan or Note beyond principal of the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity DateLoans, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of payment thereof or change any Bank over the amount thereof then in effect Lender’s Commitment, (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiB) release all or substantially all of the Collateral Assets (in each case, except as expressly provided in the respective Credit DocumentDocuments); , (iiiC) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 12.12; 8.12, (ivD) reduce the percentage specified in, or otherwise modify, in the definition of Required Banks Majority (it being understood that, with the consent of a Majority of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Required Banks Lenders on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 5.10), (F) waive any Mandatory Prepayment of Loans required pursuant to Section 3.3.3 or (G) amend, modify or waive any provision of Section 8.20; orprovided, further, that, no such change, waiver, discharge or termination shall increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender) or without the consent of the Agents amend, modify or waive any provision of Article VII or Section 3.6 as the same applies to the Agents. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Loan Agent, the Collateral Trustee and all future holders of the Loans and the Lender Notes (or a Holder taking such interest in the form of a Confirmation of Registration).
(ii) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture; and
(iii) In the case of any waiver, the Borrower, the Lenders, the Collateral Trustee and the Loan Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12, the Loan Agent and Collateral Trustee shall be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such change, waiver, discharge or termination is authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied. The Collateral Trustee and Loan Agent shall not be liable for any reliance made in good faith upon such Opinion of Counsel.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) of this Section 8.12, S&P shall be given written notice thereof.
(e) Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as reasonably determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.
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Amendment or Waiver. (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 Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the final scheduled maturity of any Loan or Note beyond the applicable Maturity Date 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 thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or (ii) release all or substantially all a substantial portion of the Collateral (except as expressly provided for the release of Collateral (other than the release of all or substantially all of the Collateral) in connection with asset dispositions approved by the respective Credit DocumentRequired Banks); or (iii) amend, modify or waive any provision of this Section 12.12; or (iv) reduce the percentage specified in, or otherwise modify, the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) modify the date of any Scheduled Repayment or of any Scheduled Revolving Loan Commitment Reduction Date or the amount of any Scheduled Repayment or Scheduled Revolving Loan Commitment Reduction; or
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Amendment or Waiver. (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 Required Banks and (except in the Required Banks; case of a waiver) the Borrower provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types other than a Defaulting Bank) being directly affected thereby): , (i) extend the final scheduled maturity Maturity Date (it being understood that any waiver of any Loan or Note beyond the applicable Maturity Date or extend the stated maturity of prepayment shall not constitute any Letter of Credit beyond the Revolving Loan Maturity Datesuch extension), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with other than as a waiver result of waiving the applicability of any post-default increase in interest rates)) or Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Collateral (except as expressly provided in the respective Credit DocumentDocuments); , or release any Credit Party from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 12.12; , or any percentage specified in the definition of Borrowing Base, (iv) reduce the percentage specified in, or otherwise modify, in the definition of Required 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 Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement except in accordance with the terms hereof; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such 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 Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (x) without the consent of the 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 or
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