Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that (i) no change, waiver or other modification shall (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender; (B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender; (D) 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; or (E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders; (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby, (A) release the Borrower from any of its obligations hereunder or any Loan Document; (B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement; (C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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; (D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. (iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or (iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made. (b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Term Loan Agreement (Cooper Companies Inc), Term Loan Agreement (Cooper Companies Inc)
Amendment or Waiver. (a) Neither this This Agreement nor and any other Loan Document, nor Credit Document and any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated if such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase applicable party thereto as the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantscase may be), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given given; provided that no such change, waiver, discharge or made.termination shall:
(a) waive any condition set forth in Section 4.01 (other than Section 4.01(l)) without the written consent of each Lender;
(b) No extend or increase the Commitment of any Lender (or reinstate any Commitment terminated in accordance with this Agreement) without the written consent of the Required Lenders and such Lender;
(c) postpone any date fixed by this Agreement or any other Credit Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the amount of additional interest to be added for any overdue payment pursuant to Section 3.04(a)(ii) above what it would have been on amounts not so overdue pursuant to Section 3.04(a)(i) or to waive any obligation of any Borrower to pay interest at such default rate to the extent it exceeds the interest payable at the non-default rate;
(e) change Section 3.03 in a manner that would alter the order of application of principal payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of Article IX may be amended this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to change, waive, discharge or terminate or otherwise modify any rights hereunder or make and determination or grant any consent hereunder, without the written consent of each Lender;
(g) release all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with substitutions contemplated by the Agreement or any other Credit Document) without the written consent of each Lender;
(h) amend any provision or defined term in the Collateral Valuation Schedule without the consent of the Lenders having more than 50% of the Commitment (or, if the Commitments have been terminated pursuant to Section 7.02, Section 7.03 or otherwise, Lenders having more than 50% of the then outstanding Loans); and provided further, that no amendment, waiver, consent, discharge or termination or other modification hereunder shall, unless agreed to in writing and signed by the Administrative AgentAgent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any change, waiver, discharge or termination hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (and such disqualification shall not apply to any Lender acting in a capacity other than as Lender); provided further, that, in the event of any amendment to increase the Aggregate Commitment the Administrative Agent shall first give DBNY the opportunity to determine whether to increase its Commitment and if so, the amount of such increase (up to the full amount of the increase in the Aggregate Commitment).
Appears in 2 contracts
Samples: Credit Agreement (Corporate Capital Trust, Inc.), Credit Agreement (FS Energy & Power Fund)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any the terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrowers and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Section 4.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase (1) the amount of any Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Revolving Commitment, without the consent of all of the Lenders, except any increase pursuant to and in accordance with Section 2.1(b);
(B) extend or postpone the any Maturity Date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;; or
(D) 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; orand
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or any Loan Document;
(B) release under any Credit Party from the Subsidiary GuarantyDocument, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) the express terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(CB) amend, modify or waive any provision of this Section 11.1212.11, or Section 2.11(c) 10.3, 11.7, 12.1, 12.4 or (e), Section 8.0312.6, or any other provision of any of the Loan Credit 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 CommitmentsCommitments under a particular Facility, is by the terms of such provision explicitly required;
(DC) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(ED) consent to the assignment or transfer by any of the Borrower Borrowers of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver except in accordance with the express terms of this Agreement. Any waiver, consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 12.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX III or XI may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Central Hudson Gas & Electric Corp), Credit Agreement (Ch Energy Group Inc)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless such amendmentwaived, change, waiver or other modification is in writing and except by a written instrument signed by the BorrowerRequired Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such waiver and the Required Lenders no such amendment, supplement or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
modification shall (i) no change, waiver or other modification shall
(A) increase the amount of any Loan Commitment of any Lender hereunder(it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of such Lender;
, (Bii) extend postpone or delay the scheduled final maturity date of any 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 Maturity Date prior written consent of such Lender, (iii) reduce the principal of, or extend or postpone the rate of interest specified in any scheduled expiration or termination date provided for herein that is applicable to a Commitment Financing Document on, any Loan of any Lender, without the prior written consent of such Lender;
, (C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Eiv) consent to the assignment or transfer by the Borrower of any of its rights and respective obligations under this Agreement.
(iii) (x) no changeAgreement or any other Financing Document, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the prior written consent of each such Defaulting Lender; or
, (ivv) the Administrative Agentamend, modify or waive any provision of this Section 10.12 or Section 6.8, 10.1 or 10.2, without the direction prior written consent of each Lender, or separate authorization (v) reduce the percentage specified in or otherwise amend the definition of Required Lenders, without the prior written consent of each Lender (it being understood that, with the consent of the Required Lenders, may approve any change, waiver or other modification that is extensions of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect credit pursuant to this Agreement given in addition to those set forth in or made in accordance with contemplated by this Section shall Agreement on the Closing Date may be effective only included in the specific instance determination of the Required Lenders on substantially the same basis as the extensions of Loans and for Loan Commitment are included on the specific purpose for which it was given or madeClosing Date).
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 10.12(a) shall be amended without binding upon the consent of Borrower, the Guarantors, the Administrative Agent, the Lenders, the Arranger and the Security Agent.
Appears in 2 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Amendment or Waiver. (a) Neither this Agreement nor any ------------------- other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the BorrowerHoldings, the Administrative Agent Borrower and the Required Lenders Lenders, provided that no such change, waiver, discharge or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
termination shall (i) no change, -------- waive any Scheduled Repayment or extend the Final Maturity Date (it being understood that any waiver or other modification shall
(A) increase of the amount application of any Commitment prepayment of or the method of application of any Lender hereunder, without prepayment to the written consent amortization of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to Loans shall not constitute a Commitment waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of Scheduled Repayment or any Loan made by any Lendersuch extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (y) it being understood that a waiver of any amendment to defined Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms used in financial covenantsof any Commitment of any Lender), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby,
, (ii) defer any Scheduled Repayment without the consent of (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantoran Initial Tranche A Scheduled Repayment, in accordance with Section 22(b) Lenders holding Initial Tranche A Term Loans representing at least 66 2/3% of the Subsidiary Guaranty or a transaction permitted under this Agreement;
aggregate principal amount of the then outstanding Initial Tranche A Term Loans, (B) in the case of an Initial Tranche B Scheduled Repayment, Lenders holding Initial Tranche B Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Initial Tranche B Term Loans, (C) in the case of an Additional Tranche A Scheduled Repayment, Lenders holding Additional Tranche A Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche A Term Loans and (D) in the case of an Additional Tranche B Scheduled Repayment, Lenders holding Additional Tranche B Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche B Term Loans, (iii) release all or substantially all of the Collateral or release any Guarantor from its Guaranty (in each case except as expressly provided in the Credit Documents) without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (iv) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03, or any other provision of any of the Loan Documents pursuant to which without the consent or approval of all Lenderseach Lender (other than a Defaulting Lender) directly affected thereby, 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;
(Dv) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
Lenders without the consent of each Lender (Eother than a Defaulting Lender) directly affected thereby, (vi) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Agreement without the consent of such each Lender and (yother than a Defaulting Lender) in the case of directly affected thereby, (vii) effect any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its termsterms subordinates (including, affects without limitation, by altering priority of distribution of payments or proceeds of Collateral) directly or indirectly the rights in respect of payments or Collateral of Lenders participating in any Defaulting Lender more adversely than Tranche differently from those of Lenders participating in other affected LendersTranches, such wavier, amendment or modification shall require without the consent of each Lender whose rights would be subordinated by such Defaulting Lender; or
(iv) waiver, amendment or modification, or change the Administrative Agent, relative rights in respect of payments or Collateral of the Lenders participating in different Tranches without the direction consent of each Lender participating in each affected Tranche or separate authorization (viii) alter any allocation of mandatory prepayments under Section 4.2 among either Tranche or the Revolving Facility without the consent of a majority in interest of the Required Lenders, may approve any change, waiver Lenders of each Tranche or other modification that is of a routine, administrative, ministerial or non-controversial naturethe Revolving Facility, as reasonably determined by the Administrative Agentcase may be, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lendersadversely affected thereby. 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 was given or made.
(b) No provision of Article IX Section 2 or 11 may be amended without the consent of the Administrative Letter of Credit Issuer or the Agent, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Graphic Controls Corp), Credit Agreement (Graphic Controls Corp)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Majority Banks; provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; provided, however, that
each Bank being directly affected thereby: (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by or any LenderNote, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest Fees thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or increase (over the amount thereof then in effect) or extend the time availability of payment of, (whether by amendment of the definition of Availability Expiry Date or excuse otherwise) the payment of, Commitments of any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
Bank (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing conditions precedent, covenants, Default or Event of Default) any condition precedent to any Default shall not constitute an increase or extension of credit under the Credit Facility set forth in Section 4.2 without the written consent availability of the Required Lenders;
Commitment of any Bank); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 13.9; (e), 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;
(Diii) reduce the percentage specified in, or otherwise modify, the definition of Required LendersMajority Banks; or
(Eiv) consent to the assignment or transfer by the Borrower or release of any Obligor of any of its rights and obligations under this any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement.
(iii) ); provided further, that no such change, waiver, discharge or termination shall: (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative AgentAgents, amend, modify or waive any provision of Article XII or any other provision relating to the rights or obligations of the Agents, or (y) without the consent of the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of the Joint Lead Arrangers.
Appears in 2 contracts
Samples: Senior Export and Working Capital Facility Agreement, Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp)
Amendment or Waiver. (a) Neither Except for deemed amendments provided for in Section 9.04, neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the BorrowerRequired Banks, provided that (x) no such change, waiver, discharge or termination shall, without the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Bank (other than a Defaulting Bank) with Obligations being directly affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 final maturity of any Loan made by or Note, or any Lenderportion thereof, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) thereon or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) Fees or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, Commitment of any Fees to which any Lender is entitled hereunder, without Bank over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) any condition precedent to any extension Default or of credit under a mandatory reduction in the Credit Facility set forth Total Commitment shall not constitute a change in Section 4.2 without the written consent terms of the Required Lenders;
Commitment of any Bank), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section, or Section 11.121.11, Section 2.11(c1.12, 1.17, 2.05, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06, 12.07(b) or 12.15, (e), 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;
(Div) reduce the any percentage specified in, or otherwise modify, the definition of Required Lenders; or
Banks or (Ev) consent to the assignment or transfer by the Borrower either Credit Party of any of its rights and obligations under this Agreement.
; and (iiiy) the financial covenants set forth in Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (xand the defined terms used therein) no changemay be adjusted with the consent of Holdings, waiver the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 11 may be amended or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case modified without the consent of such Lender and (y) in any Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the case terms of any waiver, amendment or modification requiring such Swingline Loans and the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization obligations of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent Banks to fund Mandatory Borrowings shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may not be amended or modified without the consent of the Administrative AgentSwingline Lenders. The terms of Section 2 shall not be amended or modified without the consent of any Letter of Credit Issuer adversely affected thereby.
Appears in 2 contracts
Samples: Credit Agreement (Nabisco Inc), Credit Agreement (RJR Nabisco Inc)
Amendment or Waiver. This Warrant is one of a series of Warrants issued by the Company, all dated as of a Closing Date (as such term is defined in the Series C Purchase Agreement) and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company Warrants”). Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of Company Warrants representing at least two-thirds of the number of shares of Common Stock then subject to outstanding Company Warrants. Notwithstanding the foregoing, (a) Neither this Agreement nor Warrant may be amended and the observance of any other Loan Document, nor any terms hereof or thereof, term hereunder may be waived without the written consent of the Registered Holder only in a manner which applies to all Company Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant and the Purchase Price of this Warrant may not be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunderright to exercise this Warrant may not be waived, without the written consent of such Lender;
the Registered Holder (B) extend it being agreed that an amendment to or postpone waiver under any of the Maturity Date provisions of Section 2 of this Warrant shall not be considered an amendment of the number of Warrant Shares or extend or postpone any scheduled expiration or termination date provided for herein that is applicable the Purchase Price). The Company shall give prompt written notice to a Commitment the Registered Holder of any Lender, amendment hereof or waiver hereunder that was effected without the Registered Holder’s written consent of such Lender;
(C) reduce the principal amount consent. No waivers of any Loan made by term, condition or provision of this Warrant, in any Lenderone or more instances, shall be deemed to be, or reduce the rate construed as, a further or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the continuing waiver of any existing Default such term, condition or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreementprovision.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Elixir Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Elixir Pharmaceuticals Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, provided that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Letter of Credit Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or and (y) any amendment to or modification of defined terms used in financial covenants), ) without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a Letter of Credit Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article XII or release any Credit Party from the Subsidiary Guaranty, except, except in the case of a Subsidiary Guarantor, in accordance connection with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral, except in accordance with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, 13.11 or Section 2.11(c) or (e), Section 8.0310.3, or any other provision of any of the Loan Credit 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders;
(F) amend, modify or waive any provision of Section 2.2, Section 2.6(b), Section 5.2(b), Section 5.2(e), Section 10.3 or Section 11.7, in each case solely to the extent any such section addresses the pro rata treatment of Lenders or the pro rata sharing of payments amongst the Lenders; or
(EG) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 13.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX III or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
(c) No provision of Article XI may be amended without the consent of the Administrative AgentAgent and no provision of Section 2.4 may be amended without the consent of the Swing Line Lender.
(d) No change in, or waiver or other modification otherwise affecting, the amount or time of payment of the Scheduled Repayments provided for in Section 5.1(b) to which a Lender shall be entitled shall be made without the written consent of each Lender with a Term Commitment and the Required Lenders.
(e) To the extent the Required Lenders (or all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, as shall be required by this Section 13.11) waive the provisions of Section 9.2 hereof 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 9.2 hereof, (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 Subsidiary 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 Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (American Dental Partners Inc), Credit Agreement (American Dental Partners Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Banks, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Bank (other than a Defaulting Bank) affected thereby, however, that
(i) no changeextend the AR Maturity Date, the AR Termination Date or the Expiry Date, as the case may be (it being understood that any waiver or other modification shall
(A) increase of the amount application of any Commitment prepayment of or the method of application of any Lender hereunderprepayment to the amortization of, without the written consent of Loans shall not constitute any such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lenderextension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, Commitment of any Fees to which any Lender is entitled hereunder, without Bank over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) , or of a mandatory reduction in the Total Commitment, shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Bank), (ii) no change, waiver release or other modification permit the release of all or termination shall, without substantially all of the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, Collateral except as expressly provided in the case of a Subsidiary GuarantorCredit Documents, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.1212.12, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
Banks or (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) Agreement provided further that no such change, waiver or other modification waiver, discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case Super-Majority Banks change directly or indirectly the definition of Permitted Acquisition or Super-Majority Banks, extend the date of payment of, or reduce the amount of, any waiverScheduled Repayment, amendment or modification requiring release Holdings from the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require Holdings Guaranty and/or release the consent of each such Defaulting Lender; or
(iv) Borrower's stock pledged under the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the LendersHoldings Pledge 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 was given or made.
(b) No provision of Article IX Section 11 may be amended without the consent of the Administrative Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as such, the Co-Agent, no provision of Section 2 may be amended without the consent of the Letter of Credit Issuer affected thereby and no provision of Section 1.01(B)(a) or (b) or any other provision applicable to Swingline Loans may be amended without the consent of BTCo.
Appears in 2 contracts
Samples: Consolidation and Amendment (Universal Outdoor Inc), Credit Agreement (Universal Outdoor Holdings Inc)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless such amendmentwaived, change, waiver or other modification is in writing and except by a written instrument signed by the BorrowerRequired Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such waiver and the Required Lenders no such amendment, supplement or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
modification shall (i) no change, waiver postpone or other modification shall
(A) increase delay the amount scheduled final maturity date of any Commitment of any Lender hereunderLoan, 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 such Lender;
, (Bii) extend reduce the principal of, or postpone the Maturity Date or extend or postpone rate of interest specified in any scheduled expiration or termination date provided for herein that is applicable to a Commitment Financing Document on, any Loan of any Lender, without the prior written consent of such Lender;
, (C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Eiii) consent to the assignment or transfer by the Borrower of any of its rights and respective obligations under this Agreement.
(iii) (x) no changeAgreement or any other Financing Document, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the prior written consent of each such Defaulting Lender; or
, (iv) the Administrative Agentamend, modify or waive any provision of this Section 10.12 or Section 6.8, 10.1 or 10.2, without the direction prior written consent of each Lender, or separate authorization (v) reduce the percentage specified in or otherwise amend the definition of the Required Lenders, may approve any change, waiver or other modification that is without the prior written consent of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or madeeach Lender.
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 10.12(a) shall be amended without binding upon the consent of Borrower, the Guarantors, the Administrative Agent, the Lenders, the Arranger and the Security Agent.
Appears in 2 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Amendment or Waiver. This Agreement may be amended or modified (a) Neither or provisions of this Agreement nor any other Loan Documentwaived) only upon the written consent of (i) the Company, nor any terms hereof or thereof(ii) holders of at least fifty five percent (55%) of the Preferred Stock, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing voting as a separate class on an as-converted to Common Stock basis and signed (iii) holders of a majority of the Key Holder Shares held by the BorrowerKey Holders then providing services to the Company as officers or employees. Any amendment or waiver so effected shall be binding upon the Company, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction each of the Required Lendersparties hereto and any permitted assignee of any such party; provided, however, that
that notwithstanding the foregoing, (iV) no change, waiver Section 1.2(a)(i) of this Agreement shall not be amended or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, waived without the written consent of KPCB so long as such Lender;
party is entitled to designate a director pursuant to Section 1.2(a)(i), (BW) extend Section 1.2(a)(ii) of this Agreement shall not be amended or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, waived without the written consent of Xxxxxxxxxxxx so long as such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as party is entitled to designate a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment director pursuant to defined terms used in financial covenantsSection 1.2(a)(ii), (X) Section 1.2(a)(iii) of this Agreement shall not be amended or waived without the written consent of Norwest so long as such Lender;
(D) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender party is entitled hereunderto designate a director pursuant to Section 1.2(a)(iii), (Y) Section 1.2(a)(iv) of this Agreement shall not be amended or waived without the written consent of Canaan so long as such Lender; or
party is entitled to designate a director pursuant to Section 1.2(a)(iv), and (EZ) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision 1.7 of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination Agreement shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may not be amended in a manner that adversely affects the Key Holders in a manner different than the Investors without the consent of the Administrative Agentholders of a majority of the Key Holder Shares held by the Key Holders then providing services to the Company as officers or employees. Notwithstanding the foregoing, no consent of any party hereto other than the Company shall be necessary to include as a party to this Agreement any additional holders of Common Stock or Preferred Stock as “Key Holders,” “Investors” or “Designated Common Stockholders.”
Appears in 2 contracts
Samples: Voting Agreement (LendingClub Corp), Voting Agreement (LendingClub Corp)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless such amendmentwaived, change, waiver or other modification is in writing and except by a written instrument signed by the BorrowerRequired Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such waiver and the Required Lenders no such amendment, supplement or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
modification shall (i) no change, waiver or other modification shall
(A) increase the amount of any Loan Commitment of any Lender hereunder(it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of such Lender;
, (Bii) extend postpone or delay the scheduled final maturity date of any 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 Maturity Date prior written consent of such Lender, (iii) reduce the principal of, or extend or postpone the rate of interest specified in any scheduled expiration or termination date provided for herein that is applicable to a Commitment Financing Document on, any Loan of any Lender, without the prior written consent of such Lender;
, (C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Eiv) consent to the assignment or transfer by the Borrower of any of its rights and respective obligations under this Agreement.
(iii) (x) no changeAgreement or any other Financing Document, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the prior written consent of each such Defaulting Lender; or
, (ivv) the Administrative Agentamend, modify or waive any provision of this Section 10.12 or Section 6.8, 10.1 or 10.2, without the direction prior written consent of each Lender, or separate authorization (v) reduce the percentage specified in or otherwise amend the definition of Required Lenders, without the prior written consent of each Lender (it being understood that, with the consent of the Required Lenders, may approve any change, waiver or other modification that is extensions of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect credit pursuant to this Agreement given in addition to those set forth in or made in accordance with contemplated by this Section shall Agreement on the Closing Date may be effective only included in the specific instance determination of the Required Lenders on substantially the same basis as the extensions of Loans and for Loan Commitments are included on the specific purpose for which it was given or madeClosing Date).
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 10.12(a) shall be amended without binding upon the consent of Borrower, the Guarantors, the Administrative Agent, the Lenders, the Arranger and the Security Agent.
Appears in 2 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, ------------------- Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Required AF/RF Lenders and the Required Lenders TF Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) directly affected thereby, however, that
(i) no changeextend the AF/RF Maturity Date, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the B Maturity Date or extend or postpone the C Maturity Date (it being understood that any scheduled expiration or termination date provided for herein that is applicable to a Commitment waiver of any Lenderprepayment of, without or the written consent method of such Lender;
(C) reduce the principal amount application of any Loan made by prepayment to, the Loans shall not constitute any Lendersuch extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(Diii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders; or
, (Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
, (iiiv) (x) no change, waiver release all or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of substantially all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required LendersCollateral or (vi) release all or substantially all of the Subsidiary Guaranties; provided further, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any no such change, waiver waiver, discharge or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
termination shall, (bt) No provision of Article IX may be amended without the consent of the Administrative AgentRequired AF/RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF/RF Lenders, (u) without the consent of the Required TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required TF Lenders, (v) without the consent of the Required AF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Acquisition Facility, (w) without the consent of the Required RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required RF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Revolving Facility, (x) without the consent of the Required B TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required B TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the B Term Facility, (y) without the consent of the Required C TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required C TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the C Term Facility or (z) without the consent of any Agent affected thereby, amend any provision of Section 10.
Appears in 2 contracts
Samples: Credit Agreement (MJD Communications Inc), Credit Agreement (MJD Communications Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless UNLESS such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or consented to in writing) by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, PROVIDED that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, hereunder without the written consent of such Lender, or increase the Total Revolving Commitment without the consent of each Lender;
(B) extend or postpone the any Maturity Date provided for herein which is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a LC Participant pursuant to section 12.4 beyond the 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 which is applicable to a Commitment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a LC Participant as provided in section 3.4, or reduce the rate or extend the time of payment or reimbursement thereof, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, EXCEPT in connection with the case sale or disposition of a any Subsidiary Guarantor, or in accordance connection with Section 22(bany other transaction permitted by section 9.2(d) or otherwise disposed of with the consent of the Subsidiary Guaranty Required Lenders;
(B) release all or substantially all of the Collateral, EXCEPT in connection with a sale or disposition thereof or in connection with any other transaction permitted under this Agreementby section 9.2(d) or any transaction consented to by the Required Lenders;
(C) amend, modify change the definition of the term "Change of Control" or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03, or any other provision of any of the Loan Documents pursuant to provisions of section 5.2(i) which the consent or approval are applicable upon a Change 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 requiredControl;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Om Group Inc), Revolving Credit Agreement (Om Group Inc)
Amendment or Waiver. (a) Neither Except in connection with any amendment necessary to document an increase in the Credit Facility pursuant to Section 2.17, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Global Agent, and also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such LenderLender or increase the Maximum Credit Facility Amount (except in accordance with Section 2.17) without the consent of all the Lenders;
(B) extend or postpone the Maturity Credit Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Revolving Facility LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), 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 reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any of its obligations hereunder or any Loan Documentobligations, except with respect to the release of a Foreign Subsidiary Borrower made pursuant to Section 2.16;
(B) release the Company from its Guarantee Obligations under Article X or release any Credit Party from the Subsidiary Domestic Credit Party Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.1211.11, Section 2.11(c) or (e2.14(b), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Section 2.05 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 Administrative Global Agent, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Amendment or Waiver. (a) Neither Except as provided in Section 2.19 with respect to any Incremental Amendment, Section 2.20 with respect to any Refinancing Amendment or Section 7.14 with respect to a change in the fiscal year of the Borrower, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agents, and the Required Lenders or by the Administrative Agent Agents acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunderhereunder (other than as provided in Section 2.19), without the written consent of such LenderLender or increase the Total Revolving Commitment without the consent of all the Revolving Lenders;
(B) (i) extend or postpone the Revolving Facility Termination Date (other than as provided in Section 2.16(a)) without the written consent of each Revolving Lender, (ii) extend or postpone the Term Loan Maturity Date (other than as provided in Section 2.16(b)) without the written consent of each Term Loan Lender, (iii) extend or postpone the expiration date of any Letter of Credit beyond the latest expiration date for a Letter of Credit provided for herein without the written consent of the LC Issuer and each Revolving Lender which is an LC Participant in such Letter of Credit, or (iv) extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any LenderLender (other than as provided in Section 2.16), without the written consent of such Lender;
(C) extend the date for any scheduled principal payment or mandatory prepayment of any Loan made by any Lender or reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees or other amounts payable hereunder (including, without limitation, amounts under Section 11.02) or under any other Loan Document to which any Lender is entitled hereunder, without the written consent of such Lender; or;
(EF) while any Term Loans or Term Loan Commitments remain outstanding (A) amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (which shall include B) change the waiver amount of the Swing Line Commitment, (C) change the LC Commitment Amount or (D) amend, modify or waive Section 7.07 (or any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth Default thereunder), in Section 4.2 each case, without the prior written consent of the Required Revolving Lenders, and in the case of clause (D) of this paragraph, written consent of the Required Lenders shall not be required;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary GuarantyGuaranty to which it is a party, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of any collateral securing the Obligations, except in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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 requiredrequired or amend, modify or waive any provision of this Agreement requiring pro rata treatment of Lenders;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 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 Administrative AgentAgents and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 property or assets, or any property are assets are sold, transferred or disposed of as permitted by Section 7.02, and such property or assets includes all of the capital stock of a Subsidiary that is a party to a Guaranty such Subsidiary shall be released from such Guaranty; and the Administrative Agents shall be authorized to take actions deemed appropriate by it to effectuate the foregoing.
(e) Notwithstanding anything in this Section 11.12 to the contrary, any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower, the applicable Administrative Agent and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.12 if such Class of Lenders were the only Class of Lenders hereunder at the time.
(f) 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 2 contracts
Samples: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any the terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Section 3.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase (1) the amount of any Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Commitment, without the consent of all of the Lenders;
(B) extend or postpone the any Maturity Date provided for herein that is applicable to any Loan of any Lender, 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;; or
(D) 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; orand
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or any Loan Document;
(B) release under any Credit Party from the Subsidiary GuarantyDocument, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) the express terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(CB) amend, modify or waive any provision of this Section 11.1211.11, or Section 2.11(c) 9.3, 10.7, 11.1, 11.4 or (e), Section 8.0311.6, or any other provision of any of the Loan Credit 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;
(DC) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(ED) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver except in accordance with the express terms of this Agreement. Any waiver, consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX X may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (DPL Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any the terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Section 3.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase (1) the amount of any Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Commitment, without the consent of all of the Lenders;
(B) extend or postpone the Maturity Date or any other maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, or extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;; or
(D) reduce the amount of any Unpaid Drawings as to which any Lender is an LC Participate, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; orand
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or any Loan Document;
(B) release under any Credit Party from the Subsidiary GuarantyDocument, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) the express terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(CB) amend, modify or waive any provision of this Section 11.1211.11, or Section 2.11(c) 9.3, 10.7, 11.1, 11.4 or (e), Section 8.0311.6, or any other provision of any of the Loan Credit 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;
(DC) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(ED) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver except in accordance with the express terms of this Agreement. Any waiver, consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Section 2.4 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 X may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (Dayton Power & Light Co)
Amendment or Waiver. (a) Neither this This Agreement nor any may not be changed, waived, discharged or terminated (other Loan Document, nor any terms than (x) pursuant to Section 8.22 or (y) in order to facilitate a Conversion Option in accordance with Section 3.7 hereof or thereofto facilitate an Assignment/Conversion in accordance with Section 8.4 hereof) unless the consent of the Asset Manager has been obtained and, may be amendedother than in connection with a Conforming Amendment, changedthe prior written consent of a Majority of the Lenders has been obtained, waived or otherwise modified unless and such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Loan Agent and the Required Lenders Collateral Trustee; provided that no such change, waiver or by termination shall, without the Administrative Agent acting at consent of each Lender (provided that, in the written direction case of the Required Lenders; provided, however, thatfollowing clause (i) such Lender holds Secured Loans directly affected thereby):
(i) no change, waiver or other modification shall
(A) increase extend any time fixed for the amount payment of any Commitment principal of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderSecured Loans, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-post default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)fees thereon, without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or extend change the time currency of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lendersthereof;
(ii) no changerelease all or substantially all of the Underlying Assets (in each case, waiver or other modification or termination shall, without except as expressly provided in the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan DocumentCredit Documents);
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 11.12, Section 2.11(c) or (e), 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 required8.11;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; orMajority;
(Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.Agreement (except as permitted by Section 8.4);
(iiivi) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of waive any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lenderprepayment required pursuant to Section 3.3; or
(ivvii) the Administrative Agentamend, without the direction modify or separate authorization waive any provision of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made8.16.
(b) No provision Subject to clause (c) below, with the consent of Article IX the Asset Manager, the Borrower, the Loan Agent and the Collateral Trustee may be amended enter into a Conforming Amendment without the consent of any Lenders hereto other than to the Administrative extent such consent is 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.
(c) Notwithstanding anything to the contrary herein, the Borrower, the Loan Agent and the Collateral Trustee may enter into a Conforming Amendment to issue Additional Loans in accordance with Section 3.1(c) herein, with only the consent of the Lenders making such Additional Loans.
(d) Not later than 10 Business Days prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver a copy of such proposed amendment to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Debt), the Asset Manager and the Rating Agency. 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. 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. Not later than 10 Business Days following the execution of any amendment to this Agreement, the Loan Agent, at the request and expense of the Borrower, shall deliver to the Rating Agency a copy of such executed amendment.
(e) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture.
(f) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders, and no Class of Debt shall have the right to object or be required to consent to the removal of Section 3.7. Upon the removal of Section 3.7 in accordance with the immediately preceding sentence, any provision of the Indenture related to Section 3.7, including, without limitation, Section 2.15 of the Indenture, shall have no further force or effect for the purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Ares Capital Corp), Credit Agreement (Ares Capital Corp)
Amendment or Waiver. (a) Neither Except as provided in Section 2.19 with respect to any Incremental Amendment, Section 2.20 with respect to any Refinancing Amendment or Section 7.14 with respect to a change in the fiscal year of the Borrower, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunderhereunder (other than as provided in Section 2.19), without the written consent of such LenderLender or increase the Total Revolving Commitment without the consent of all the Revolving Lenders;
(B) (i) extend or postpone the Revolving Facility Termination Date (other than as provided in Section 2.16(a)) without the written consent of each Revolving Lender, (ii) extend or postpone the Term Loan Maturity Date (other than as provided in Section 2.16(b)) without the written consent of each Term Loan Lender, (iii) extend or postpone the expiration date of any Letter of Credit beyond the latest expiration date for a Letter of Credit provided for herein without the written consent of the LC Issuer and each Revolving Lender which is an LC Participant in such Letter of Credit, or (iv) extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any LenderLender (other than as provided in Section 2.16), without the written consent of such Lender;
(C) extend the date for any scheduled principal payment or mandatory prepayment of any Loan made by any Lender or reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to 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 result of waiving the applicability of any post-default increase in interest rates or to amend the definition of “Default Rate”), without the written consent of such Lender; or
(E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees or other amounts payable hereunder (including, without limitation, amounts under Section 11.02) or under any other Loan Document to which any Lender is entitled hereunderhereunder (other than as a result of waiving the applicability of any post-default increase in interest rates or to amend the definition of “Default Rate”), without the written consent of such Lender; or;
(EF) while any Term Loans or Term Loan Commitments remain outstanding (A) amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (which shall include B) change the waiver amount of the Swing Line Commitment, (C) change the LC Commitment Amount or (D) amend, modify or waive Section 7.07 (or any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth Default thereunder), in Section 4.2 each case, without the prior written consent of the Required Revolving Lenders, and in the case of clause (D) of this paragraph, written consent of the Required Lenders shall not be required;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary GuarantyGuaranty to which it is a party, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of any collateral securing the Obligations, except in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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 requiredrequired or amend, modify or waive any provision of this Agreement requiring pro rata treatment of Lenders;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or;
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivG) prior to the Administrative Agentoccurrence of an Event of Default under Section 8.01(h), without (x) subordinate, or have the direction or separate authorization effect of subordinating the Required Lenders, may approve Obligations under the Loan Documents to any change, waiver other Indebtedness or other modification that is obligation or (y) subordinated, or have the effect of a routinesubordinating, administrative, ministerial the Liens securing the Obligations under the Loan Documents to Liens securing any other Indebtedness or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lendersother obligation. 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 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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 property or assets, or any property are assets are sold, transferred or disposed of as permitted by Section 7.02, and such property or assets includes all of the capital stock of a Subsidiary that is a party to a Guaranty such Subsidiary shall be released from such Guaranty; and the Administrative Agent shall be authorized to take actions deemed appropriate by it to effectuate the foregoing.
(e) Notwithstanding anything in this Section 11.12 to the contrary, any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower, the Administrative Agent and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.12 if such Class of Lenders were the only Class of Lenders hereunder at the time.
(f) 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 2 contracts
Samples: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Term Loan Facility set forth in Section 4.2 4.02 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Loan Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.1210.02, Section 2.11(c) or (e2.18(c), Section 8.032.18(e), Section 7.02 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX VIII may be amended without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cooper Companies Inc), Amendment and Restatement Agreement (Cooper Companies Inc)
Amendment or Waiver. (a) Neither Except as may be otherwise specifically set forth in this Agreement or the other Credit Documents, neither this Agreement nor any other Loan Document, Credit Document nor any terms provision hereof or thereof, thereof may be amended, changedmodified, waived waived, discharged or otherwise modified unless such amendmentterminated, changeand no consent to any departure by the Borrower from any provision hereof or thereof may be given, waiver or other modification is except in a writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that:
(ia) no changesuch amendment, waiver modification, waiver, discharge, termination or other modification consent shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
each Lender holding Obligations directly affected thereby, (B) extend or postpone the Maturity Date 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;
(Ci) reduce the principal amount of, or rate of interest on, any Loan made by any LenderLoan, or reduce the rate any fees or extend the time of payment of, or excuse the payment of, interest thereon other Obligations (other than as a result of (xfees payable to the Agent for its own account) waiving the applicability or any obligations of any post-default increase in interest rates Person now or hereafter primarily or contingently liable with respect to the Obligations or (yii) postpone any amendment date fixed for any payment of principal, interest (other than additional interest payable hereunder during the continuance of an Event of Default), fees (other than fees payable to defined terms used in financial covenants)the Agent for its own account) or any other Obligations;
(b) no such amendment, modification, waiver, discharge, termination or consent shall, without the written consent of such Lender;
all Lenders, (Di) reduce increase the rate or extend the time Commitments of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to any extension of credit under mandatory reduction in the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Total Commitment shall not constitute such an increase), (ii) no change, waiver change the definition of "Required Lenders" or other modification otherwise change the number or termination shall, without percentage of Lenders that shall be required for the written consent of each Lender directly affected thereby,
(A) release the Borrower from Lenders or any of its obligations hereunder them to take or approve, or direct the Agent to take, any Loan Document;
action hereunder, (B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any of the provisions for extending, or take action to extend, the term of the (iv) amend any provision of this Section 11.12or of SECTIONS 4.11, Section 2.11(c4.12, 4.13, 10.2 or 10.5, (vi) or (e), Section 8.03, or any other provision of release any of the Loan Documents pursuant to which the consent Collateral 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Evii) consent to the assignment or transfer by the Borrower Borrower, or by any other Person now or hereafter primarily or contingently liable with respect to the Obligations, of any of its rights and obligations under this Agreement.Agreement or any of the other Credit Documents;
(iii) (xc) no change, waiver provision relating to the rights or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization obligations of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to under this Agreement given or made in accordance with this Section shall be effective only in any of the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX other Credit Documents may be amended amended, modified or waived without the consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Summit Holding Southeast Inc), Credit Agreement (Summit Holding Southeast Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver extend any interim or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination final maturity date provided for herein that is (including any extension of any interim maturity date to be effected in accordance with section 4.4 hereof) applicable to a Loan or a Commitment under a Facility (it being understood that any waiver of the making of, or application of any Lenderprepayment of or the method of application of any amortization payment or other prepayment to, without the written consent amortization of, the Loans shall not constitute an extension of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderfinal maturity thereof), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any extension Commitment of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
any Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower Company from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;
, (Biii) release any Credit Party from the Subsidiary Guaranty, except, except in the case of a Subsidiary Guarantor, in accordance connection with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
by section 9.2(f), (Civ) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents), (v) change the definition of the term "Change of Control" or any of the provisions of section 5.2(f) which are applicable upon a Change of Control, (vi) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(e) which are applicable to a Permitted Acquisition, (vii) amend, modify or waive any provision of this Section 11.12section 13.12, Section 2.11(c) or (esection 11.7, 13.1, 13.4, 13.6 or 13.7(b), 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;
(Dviii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (Eix) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (Safety Components International Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; providedprovided that (x) no such change, howeverwaiver, that
discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) no change, waiver extend any Scheduled Repayment or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 final maturity of any Loan made by or Note, or any Lenderportion thereof, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) thereon or Fees (y) it being understood that any amendment or modification to defined terms used the financial definitions in financial this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants), without Defaults or Events of Default, mandatory repayments or a mandatory reduction in the written consent 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;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party Subsidiary from the Subsidiary Guaranty, exceptexcept in connection with a sale or other disposition of such Subsidiary permitted by this Agreement, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the case of a Subsidiary Guarantor, in accordance with Section 22(bSecurity Documents) all or substantially all of the Subsidiary Guaranty or a transaction permitted under this Agreement;
Collateral, (Civ) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (eother than technical amendments which do not adversely affect the rights of any Lender), or Section 8.0312.06 in a manner that would alter the pro rata sharing of payments required thereby, 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;
(Dv) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; or
Lenders or (Evi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
; and (iiiy) the financial covenants set forth in Sections 8.05, 8.07, 8.08 and 8.13 (xand the defined terms used therein) no change, waiver may be adjusted with the consent of the Borrower and the Lead Agents to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 11 may be amended or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case modified without the consent of such any Lead Agent adversely affected thereby. The obligations of the Swingline Lender and (y) in to make Swingline Loans, the case terms of any waiver, amendment such Swingline Loans and the obligations of the other Lenders to fund Mandatory Borrowings shall not be amended or modification requiring modified without the consent of all Lenders the Swingline Lender. The terms of Section 2 shall not be amended or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require modified without the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization any Letter of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or madeCredit Issuer adversely affected thereby.
(b) No provision If, in connection with any proposed change, waiver, discharge or termination of Article IX may be amended without or to any of the provisions of this Agreement as contemplated by clause (x) of the proviso appearing in the first sentence of Section 12.12(a), the consent of the Administrative AgentRequired 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 with one or more Replacement Lenders pursuant to Section 1.14, so long as (i) at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, and (ii) all non-consenting Lenders whose individual consent is required are treated the same.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any the Revolving Commitment of any Lender hereunderhereunder (other than as provided in Section 2.2(b)), without the written consent of such Lender;
(B) extend or postpone the Maturity Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit in which such Lender has an LC Participation beyond the 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 Revolving Commitment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such LenderLender (it being understood that a modification to or waiver of Section 2.12(b)(iv), 2.12(b)(v) or 2.12(b)(vi) or to the definitions Cash Proceeds or Net Cash Proceeds shall only require the consent of the Required Revolving Lenders);
(D) reduce the amount of any Unpaid Drawing, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of each Revolving Lender; or
(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; or;
(Eii) amendno change in, modify or waive (which shall include waiver or other modification otherwise affecting, the waiver amount or time of payment of any existing Default scheduled or Event of Default) any condition precedent to any extension of credit under mandatory reduction in the Credit Facility set forth Total Revolving Commitment provided for in Section 4.2 2.11 to which a Revolving Lender shall be entitled shall be made without the written consent of each Revolving Lender;
(iii) unless another subpart of this Section 11.12 is specifically applicable, no change, waiver or other modification directly affecting the rights and benefits of the Revolving Lenders, and not all Lenders in a like or similar manner, shall be made without the written consent of the Required Revolving Lenders;
(iiiv) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document, except in accordance with this Agreement;
(B) release the Borrower from its guaranty obligations under Section 10 or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or substantially all of the Collateral, except in accordance with this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c2.13(c) or (e2.13(e), Section 8.038.3, 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX Section 2.4 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 Section 9 may be amended without the consent of the Administrative AgentAgent and no provision of Section 2.3 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders as shall be required by this Section) waive the provisions of Section 7.2 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 7.2, (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 Credit Party that is a party to the Subsidiary Guaranty or the Parent Guaranty or whose stock is pledged pursuant to the Security Agreement, such capital stock shall be released from the Security Agreement and such Credit Party shall be released from the Subsidiary Guaranty or the Parent Guaranty, as applicable; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 1 contract
Samples: Credit Agreement (RBC Bearings INC)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, PROVIDED that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of extend any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Loan or a Commitment (it being understood that any waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lendermaking, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-post- default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in any extension Commitment shall not constitute a change in the terms of credit under the Credit Facility set forth in Section 4.2 without the written consent any Commitment of the Required Lenders;
any Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;
, (Biii) release any Credit Party from the Subsidiary Guaranty, exceptexcept in connection with a transaction permitted by section 9.2(e), (iv) release all or any substantial portion of the Collateral, except strictly in accordance with the provisions of the Credit Documents, (v) change the definition of the term "Change of Control" or any of the provisions of section 5.2(g) which are applicable upon a Change of Control, (vi) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(d) which are applicable to Permitted Acquisitions which would have the effect of depriving such Lender of its rights as contemplated by such definition in the case of a Subsidiary Guarantor"hostile" acquisitions, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Cvii) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;
, (Dviii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (Eix) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Amendment or Waiver. Except as specifically set forth in the remainder of this Section 12.14, (a) Neither neither this Agreement nor any other Loan Documentof the Subsidiary Guaranties, the Intercompany Note, the Accelerated Product Payment Agreement, or any letter of credit delivered pursuant to Section 7.19 nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the BorrowerSupermajority Lenders and the Administrative Agent; (b) none of the Vitro Guaranty, the Administrative Agent US Affiliate Guaranties, the Tranche A Notes, or the Collateral Documents nor any terms thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (1) the Lenders holding at least 66 2/3% of the sum of the then aggregate unpaid principal amount of the Tranche A Loans and the Required Lenders or by unused Tranche A Total Commitment, and (2) the Administrative Agent acting at the written direction Agent; (c) none of the Required Libbey Guaranty, the Tranche B Notes, or any letter of credit posted pursuant to Section 9.13 hereof for the benefit of the Tranche B Lenders, nor any terms thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (A) the Lenders holding at least 66 2/3% of the sum of the then aggregate unpaid principal amount of the Tranche B Loans and the unused Tranche B Total Commitment, and (B) the Administrative Agent; provided, however, that
(i) that no such change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunderwaiver, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification discharge or termination shall, without the prior written consent of each Lender, (i) increase the Commitment of any Lender directly affected thereby,
over the amount thereof then in effect (A) release the Borrower from it being understood that a waiver of any Default or Event of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, Default shall not constitute a change in the case terms of a Subsidiary Guarantorany Commitment of any Lender), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Cii) amend, modify or waive any provision of this Section 11.1212.14, Section 2.11(cof Sections 2.1, 12.1, 12.2, 12.4, 12.5, 12.7, 12.8(b) or 12.12, (e), 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;
(Diii) reduce the percentage specified in, or otherwise modify, in the definition of Required Tranche A Lenders; or
, Required Tranche B Lenders or Supermajority Lenders, (Eiv) consent to the assignment or transfer by the Borrower Comercial or Vitrocrisa of any of its rights and obligations under this Agreement.
Agreement or under any of the other Transaction Documents or to the assignment by the issuer bank of any obligations under a letter of credit posted pursuant to this Agreement for the benefit of all of the Lenders or reduce the amount payable thereunder or change the payment terms thereof or (iiiv) add any collateral or otherwise amend the description of the collateral contained in any of the Collateral Documents or except to the extent permitted pursuant to Section 8.1(f) increase the amount of the Indebtedness secured thereby except to the extent provided in the Collateral Documents as in effect on the Closing Date or as amended with the consent of all the Lenders; and further provided, that no such change or waiver affecting the rights or duties of the Administrative Agent or the Collateral Agent may be made without the prior written consent of the Administrative Agent or of the Collateral Agent, respectively. Neither this Agreement nor any other Transaction Document nor any terms hereof or thereof may be changed, waived, discharged or terminated so as to (x) no changerelease any collateral (including without limitation any letter of credit) for the Tranche A Loans and the other Obligations related to the Tranche A Loans, waiver or release Comercial, Vitrocrisa, Vitro or any of the US Affiliates from, or consent to the assignment of, any of their respective obligations under the Transaction Documents relating to the Tranche A Loans, the other modification Obligations related to the Tranche A Loans or termination shall increase the Tranche A Total Commitment, or extend the final maturity or the scheduled date for repayment of any Tranche A Loan, or reduce the interest rate or fees payable with respect to the Tranche A Loans, or reduce the principal amount thereof, without the prior written consent of all the Tranche A Lenders, or consent to the assignment by the issuer bank of any obligations under a letter of credit posted pursuant to this Agreement for the benefit of the Lenders having Tranche A Loans or all or part of the Tranche A Total Commitment or Loan reduce the amount payable under such letters of credit or change the payment terms thereof, or (y) release Comercial, Vitrocrisa, Libbey, or Libbey Glass from, or consent to the assignment of, any of their respective obligations under the Transaction Documents relating to the Tranche B Loans, or extend the final maturity or the scheduled date for repayment of any Defaulting LenderTranche B Loan, nor may or reduce the interest rate or fee payable with respect to the Tranche B Loans, or reduce the principal of any Loan of a Defaulting Lender be reducedamount thereof, in each case without the consent of such Lender and (y) in all the case Tranche B Lenders, or consent to the assignment by the issuer bank of any waiver, amendment obligations under a letter of credit posted pursuant to this Agreement for the benefit of the Lenders having Tranche B Loans or modification requiring all or part of the Tranche B Total Commitment or reduce the amount payable under such letters of credit or change the payment terms thereof without the consent of all the Tranche B Lenders or each affected Lender that by its terms(z) amend, affects modify or waive any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment provision of Section 5 or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, Section 2.1.2 without the direction or separate authorization prior written consent of the Required Tranche A Revolving Lenders, may approve or amend, modify or waive any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended Section 5 prior to the initial Borrowing without the consent of the Administrative AgentRequired Tranche A Lenders and the Required Tranche B Lenders.
Appears in 1 contract
Samples: Credit Agreement (Vitro Sa De Cv)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the BorrowerBorrowers, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such LenderLender or increase the Total Credit Facility Amount without the consent of all the Lenders;
(B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unpaid 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower Borrowers from any of its their obligations hereunder or any Loan Documenthereunder;
(B) release the Borrowers from their guaranty obligations under Article X or release any Credit Loan Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral, except in accordance with Section 2.19 or in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(EF) consent to the assignment or transfer by the Borrower Borrowers of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 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 Administrative Agent.
(d) To the extent the Required Lenders (or all of the Lenders, 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 Subsidiary 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 Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Ico Inc)
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any ------------------- other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless waived, except by a written instrument signed by the Required Waiver 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 waiver and no such amendment, change, waiver supplement or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
shall (i) no changeincrease or extend the Commitment of any Lender (it being understood that waivers or modifications after the Closing Date of covenants, waiver Defaults or other modification shall
(A) increase Events of Default shall not constitute a change in the amount terms of any Commitment of any Lender hereunderLender), without the prior written consent of such Lender;
, (Bii) extend postpone or postpone 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 waivers or modifications after the Maturity Closing Date of covenants, Defaults or extend Events of Default shall not constitute a postponement or postpone delay in any scheduled expiration date fixed by this Agreement or termination date provided any other Financing Document for herein that is applicable any payment of principal, interest, fees or other amounts due to a Commitment any Lender hereunder or under any other Financing Document), without the prior written consent of such Lender, (iii) 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;
, (Civ) reduce the principal amount of any Loan made by any Lender, release all or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent substantially all of the Required Lenders;
(ii) no change, waiver Collateral except as shall be otherwise provided in any Security Document or other modification Financing Document or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and respective obligations under this Agreement.
(iii) (x) no changeAgreement or any other Financing Document, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the prior written consent of each such Defaulting Lender; or
, (ivv) the Administrative Agentamend, modify or waive any provision of this Section 9.10 or Section 9.1 or 9.2, without the direction prior written consent of each Lender, or separate authorization (vi) reduce the percentage specified in or otherwise amend the definition of the Required Waiver Lenders or Required Acceleration Lenders, may approve any change, waiver or other modification that is without the prior written consent of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or madeeach Lender.
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 9.10(a) shall be amended without binding upon the consent of Borrower, the Administrative Agent, the Lenders and their successors and assigns.
Appears in 1 contract
Samples: Credit Agreement (Pg&e Corp)
Amendment or Waiver. Except as otherwise provided in this Agreement, including, without limitation, as provided in Section 2.17 with respect to the implementation of a Benchmark Replacement or Conforming Changes (aas set forth therein) Neither and Section 8.10(f) with respect to any Collateral Release Date, neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each applicable Credit Party and the Required Lenders Lenders, provided that no such change, waiver, discharge or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, thattermination shall:
(i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Revolving Facility Final Maturity Date or extend or postpone the date for any scheduled expiration or termination date provided for herein that is applicable to a Commitment payment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderprincipal, or reduce the rate or extend the time of payment of, or excuse the payment of, of any interest thereon (other than except (x) as a result of (x) waiving the applicability of any post-default increase in interest rates or and (y) that any amendment to or modification of defined terms used in financial covenantsthe definition of “Secured Leverage Ratio” shall not constitute a reduction in interest rate for purposes of this clause (i)) or Fees payable hereunder, without the written consent of such Lender;
(D) or forgive or reduce the rate principal of any amounts payable hereunder or extend the time of payment ofunder any other Credit Documents, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth Lender), in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, each case without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby,
(A) release ; provided that no increase of the Borrower from Commitment of any Defaulting Lender will be effective without the consent of its obligations hereunder or any Loan Documentsuch Defaulting Lender;
(Bii) release all or any Credit Party material portion of the Collateral (other than in connection with the sale of such Collateral to the extent permitted herein) or release all or substantially all of the Guarantors from the Subsidiary Guaranty, except, their respective Guaranties (in each case except as expressly provided in the case Credit Documents) without the written consent of each Lender (other than a Subsidiary Guarantor, in accordance with Section 22(bDefaulting Lender) of the Subsidiary Guaranty or a transaction permitted under this Agreementdirectly affected thereby;
(Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) 12.12 or (e), Section 8.03, the definition of “Required Lenders” or any other provision of any of hereof specifying 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 required to amend, waive or Lenders having Commitments, is by otherwise modify any rights hereunder without the terms written consent of such provision explicitly requiredeach Lender (other than a Defaulting Lender) directly affected thereby;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; orLenders without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(Ev) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement.Agreement without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(iiivi) alter any allocation or application of mandatory payments or prepayments under Section 5.2 as between the Incremental Term Loans or the Revolving Facility without the written consent of a majority in interest of the Lenders of the Incremental Term Loans or the Revolving Facility, as the case may be, adversely affected thereby;
(vii) (xA) no changechange Section 5.3 or Section 12.6, waiver or change Section 6.5 of the Guarantee and Collateral Agreement, in each case, in a manner that would alter the pro rata sharing of payments required thereby, (B) change Section 2.4 in a manner that would alter the pro rata sharing of the Revolving Commitment reductions required thereby, (C) change Section 12.6 in a manner that would alter the pro rata sharing of payments or the order of application required thereby or (D) change any other modification provision of this Agreement or termination shall increase any other Credit Document that addresses the matters described in (A), (B) or extend (C) or permit any action which would directly or indirectly have the Commitment or Loan effect of amending any Defaulting Lender, nor may of the principal of any Loan of a Defaulting Lender be reducedprovisions described in this clause (iv), in each case without the written consent of such each Lender directly affected thereby;
(viii) change Section 12.4(b) in a manner that would place additional restrictions on a Lender’s ability to assign its Commitments or Loans without the written consent of each Lender directly affected thereby;
(ix) amend, modify or waive any provision of Section 2.14(f) or Section 11 without the written consent of the Letter of Credit Issuer or the Administrative Agent, respectively;
(x) subordinate the payment priority of the Obligations or subordinate the Liens granted to the Administrative Agent (for the benefit of the Secured Parties) in the Collateral, without the written consent of each Lender (other than a Defaulting Lender); or
(xi) amend Section 2.9(a) to permit Interest Periods of greater than three (3) months without the unanimous written consent of the Lenders under the applicable Facility. In addition, (i) no amendment, waiver or consent shall, unless in writing and signed by the Letter of Credit Issuer in addition to the Lenders required above, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any Letter of Credit Request 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 Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; and (yiii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, amendment or modification requiring the consent of all Credit Parties, the Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on restored to their former position and rights hereunder and under the Lendersother Credit Documents, and any Default or Event of Default waived in accordance with the terms of this Agreement shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any Notwithstanding anything to the contrary herein or otherwise, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender) and (ii) the Administrative Agent may, with respect the consent of the Borrower only, amend, modify or supplement any Credit Document to cure any ambiguity, omission, mistake, defect or inconsistency. Notwithstanding the foregoing, this Agreement, including this Section 12.12, and the other Credit Documents may be amended (or amended and restated) pursuant to Section 2.14(a) in order to add Incremental Term Loans and Additional Revolving Commitments to this Agreement given or made and (a) to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in accordance with this Section shall be effective only respect thereof to share ratably in the specific instance benefits of this Agreement and for the specific purpose for which it was given or made.
other Credit Documents with the Incremental Term Loans and Total Revolving Extensions of Credit and the accrued interest and fees in respect thereof, (b) No to include appropriately the Lenders holding such credit facility in any determination of the Required Lenders and (c) to amend other provision of Article IX the Credit Documents so that the Lenders that made Incremental Term Loans or that made Additional Revolving Commitments are appropriately incorporated (including this Section 12.12). In addition, notwithstanding the foregoing, this Agreement may be amended without with the written consent of the Administrative Agent, Holdings, CAM, the Borrower and the Lenders (or new lenders) providing the relevant Replacement Term Loans (as defined below) to permit the refinancing or modification of all outstanding Incremental Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus the amount of any Incremental Commitments, (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 at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be agreed upon by the Borrower and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any the terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(iii) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Section 4.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender; no change, waiver or other modification shall:
(A) increase (1) the amount of any Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Revolving Commitment, without the consent of all of the Lenders, except any increase pursuant to and in accordance with Section 2.1(b);
(B) extend or postpone the any Maturity Date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;; or
(D) 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; orand
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or any Loan Document;
(B) release under any Credit Party from the Subsidiary GuarantyDocument, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) the express terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(CB) amend, modify or waive any provision of this Section 11.1212.11, or Section 2.11(c) 10.3, 11.7, 12.1, 12.4 or (e), Section 8.0312.6, or any other provision of any of the Loan Credit 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 CommitmentsCommitments under a particular Facility, is by the terms of such provision explicitly required;
(DC) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(ED) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver except in accordance with the express terms of this Agreement. Any waiver, consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 12.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX III or XI may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Global Agent, and also signed (or consented to in writing) by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the 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 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 made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), 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 rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any of its obligations hereunder or any Loan Documentobligations, except with respect to the release of a Foreign Subsidiary Borrower made pursuant to Section 2.19;
(B) release the Company from its guaranty obligations under Article X or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with a transaction permitted under this Agreement (including without limitation under Section 22(b9.10);
(C) release all or any substantial portion of the Subsidiary Guaranty Collateral, except in accordance with Section 2.20 or in connection with a transaction permitted under this Agreement;
(CD) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e)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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required 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
(EG) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was 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 Administrative Global Agent, 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 Subsidiary 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 Subsidiary Guaranty; and (iii) the Global 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).
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any the Revolving Commitment of any Lender hereunderhereunder (other than as provided in Section 2.2(b)), without the written consent of such Lender;
(B) extend or postpone the Maturity Date maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit in which such Lender has an LC Participation beyond the 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 Revolving Commitment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such LenderLender (it being understood that a modification to or waiver of Section 2.12(b)(iv), 2.12(b)(v) or 2.12(b)(vi) or to the definitions Cash Proceeds or Net Cash Proceeds shall only require the consent of the Required Revolving Lenders);
(D) reduce the amount of any Unpaid Drawing, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of each Revolving Lender; or
(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; or;
(Eii) amendno change in, modify or waive (which shall include waiver or other modification otherwise affecting, the waiver amount or time of payment of any existing Default scheduled or Event of Default) any condition precedent to any extension of credit under mandatory reduction in the Credit Facility set forth Total Revolving Commitment provided for in Section 4.2 2.11 to which a Revolving Lender shall be entitled shall be made without the written consent of each Revolving Lender;
(iii) unless another subpart of this Section 11.12 is specifically applicable, no change, waiver or other modification directly affecting the rights and benefits of the Revolving Lenders, and not all Lenders in a like or similar manner, shall be made without the written consent of the Required Revolving Lenders;
(iiiv) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower or Holdings from any of its obligations hereunder or any Loan Document, except in accordance with this Agreement;
(B) release the Borrower from its guaranty obligations under Section 10 or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or substantially all of the Collateral, except in accordance with this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c2.13(c) or (e2.13(e), Section 8.038.3, 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 Revolving Commitments, is by the terms of such provision explicitly required;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or
(EF) consent to the assignment or transfer by the Borrower or Holdings of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX Section 2.4 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 Section 9 may be amended without the consent of the Administrative Agent and no provision of Section 2.3 may be amended without the consent of the Swing Line Lender.
(d) No amendment to Section 2.14 of this Agreement shall be effective without the written consent of the Administrative Agent, the Swing Line Lender and each LC Issuer.
(e) To the extent the Required Lenders (or all of the Lenders as shall be required by this Section) waive the provisions of Section 7.2 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 7.2, (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 Credit Party that is a party to the Subsidiary Guaranty or the Parent Guaranty or whose stock is pledged pursuant to the Security Agreement, such capital stock shall be released from the Security Agreement and such Credit Party shall be released from the Subsidiary Guaranty or the Parent Guaranty, as applicable; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 1 contract
Samples: Credit Agreement (RBC Bearings INC)
Amendment or Waiver. (a) Neither this Agreement nor Agreement, any of the other Loan DocumentCredit Documents, nor any terms hereof or thereof, may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower (or other appropriate Credit Party) and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, howeverPROVIDED that no such amendment, that
(i) no change, waiver waiver, discharge or other modification termination shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such each Lender (other than a Defaulting Lender;) affected thereby,
(Ba) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Commitment Loan or a Commitment, or extend the expiration date of a Letter of Credit (including any Lenderacceptance or time draft relating thereto) beyond the latest expiration date provided for herein, without or extend any date provided herein for a reimbursement payment by the written consent Borrower (or any other applicable account party) in respect of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderan LC Disbursement, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest thereon Fees (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) on any Loan, Letter of Credit, LC Disbursement or (y) any amendment to defined terms used in financial covenants)Commitment, without the written consent of such Lender;
(D) or reduce the rate principal amount of any Loan or extend the time of payment ofLC Disbursement, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected therebyLender),
(Ab) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;,
(Bc) release any Credit Party Subsidiary from its obligations as a guarantor of any of the Subsidiary GuarantyObligations, except, in the case of a Subsidiary Guarantor, except strictly in accordance with Section 22(b) the terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;Credit Documents,
(Cd) change the 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,
(e) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit Documents pursuant to which the consent or approval of all Lenders, all Non-Defaulting Lenders, each Lender, each Non-Defaulting Lender, any single Lender or a number or specified percentage or other required grouping of Lenders or Lenders having Commitmentsany single Non-Defaulting Lender, is by the terms of such provision explicitly required;,
(Df) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(Eg) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver . No provision of section 3 or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor 11 may the principal of any Loan of a Defaulting Lender be reduced, in each case amended without the consent of such Lender and (x) any Issuing Bank adversely affected thereby or (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lendersrespectively. 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 was given or made.
(b) No provision of Article IX section 2.3 may be amended without the consent of the Administrative AgentSwing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Fca of Ohio Inc)
Amendment or Waiver. (a) Neither Except in connection with any amendment necessary to document an increase in the Credit Facility pursuant to Section 2.17, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Global Agent, and also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Credit Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Revolving Facility LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), 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 reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any of its obligations hereunder or any Loan Documentobligations, except with respect to the release of a Foreign Subsidiary Borrower made pursuant to Section 2.16;
(B) release the Company from its Guarantee Obligations under Article X or release any Credit Party from the Subsidiary Domestic Credit Party Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.1211.11, Section 2.11(c) or (e2.14(b), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Section 2.05 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 Administrative Global Agent, respectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) directly affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final scheduled expiration or termination maturity 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 any Loan made by or Note or extend the stated expiration date of any LenderLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) Fees, or reduce the principal amount thereof, or increase any amendment to defined terms used in financial covenants), without the written consent Commitment of such Lender;
Lender over the amount thereof then in effect (D) 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; or
(E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 12.12 (eexcept to give effect to additional facilities hereunder), 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;
(Diii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders; or
, (Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
, (iiiv) release all or substantially all of the Collateral (xexcept as set forth in the Credit Documents) or (vi) release all or substantially all of the Subsidiary Guarantor; PROVIDED FURTHER, that no such change, waiver or other modification waiver, discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lendershall, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case (w) without the consent of the Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 11 or any other provision as same relates to the rights or obligations of such Lender and Agent or (y) 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 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 the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (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 Commitments and/or repay the outstanding Loans of such Lender in accordance with Sections 4.02(c) and/or 5.01(b), PROVIDED that, unless the Commitments that are terminated, and Loans 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 waiveraction pursuant to preceding clause (B) each Lender (determined after giving effect to the proposed action) shall specifically consent thereto, amendment PROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate any of its Commitments or modification requiring the consent of all Lenders or each affected Lender that by repay its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization Loans solely as a result of the Required Lenders, may approve exercise of such Lender's rights (and the withholding of any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined required consent by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect Lender) not 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 was given or madeincrease its Commitments.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) provided that no such change, waiver waiver, discharge or other modification termination shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such each Lender (other than a Defaulting Lender;) affected thereby,
(Ba) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Loan or a Commitment (it being understood that any waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lendermaking, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in any extension Commitment shall not constitute a change in the terms of credit under the Credit Facility set forth in Section 4.2 without the written consent any Commitment of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected therebyany Lender),
(Ab) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;,
(Bc) release any Credit Party from the Subsidiary Guaranty, exceptexcept in connection with a transaction permitted by section 9.2(d),
(d) release all or any substantial portion of the Collateral, except strictly in accordance with the provisions of the Credit Documents,
(e) change the definition of the term "Change of Control" or any of the provisions of sections 4.3 or 5.2 which are applicable upon a Change of Control,
(f) 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 as contemplated by such definition in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent."hostile" acquisitions,
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower Representative and the Administrative Agent and the Required Lenders or by the Administrative Agent acting at (with the written direction consent of the Required Lenders; provided), however, provided that:
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 LenderDate;
(CB) reduce the principal amount of any Loan made by any Lenderthe Term Loan, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such each Lender;; or
(DC) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) changes, waivers or other modifications or terminations in connection with distributions or sales permitted pursuant to Section and which release Collateral having an aggregate value in any of the Borrowers’ fiscal years not in excess of five percent (5%) of the Borrowers’ Consolidated Net Worth may be approved by the Administrative Agent without the consent of any other Lenders,
(iii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or under any Loan Credit Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) , or (e), Section 8.03hereof, or any other provision of any of the Loan Credit 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 Commitmentsportions of the Term Loan, is by the terms of such provision explicitly required;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX Section may be amended without the consent of the Administrative Agent.
(c) To the extent the Required Lenders (or all of the 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 hereof 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 hereof, (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 Subsidiary Guaranty or whose stock is pledged pursuant to the Pledge Agreement, such capital stock shall be released from the Pledge Agreement and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by them in order to effectuate the foregoing.
Appears in 1 contract
Amendment or Waiver. (a) Neither this This Agreement nor and any other Loan Document, nor Credit Document and any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated if such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase applicable party thereto as the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantscase may be), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given given; provided that no such change, waiver, discharge or made.termination shall:
(a) waive any condition set forth in Section 4.01 (other than Section 4.01(m)) or take any of the actions specified in Section 2.04 without the written consent of each Lender with a Commitment or outstanding Loan, in each case, greater than zero;
(b) No extend or increase the Commitment of any Lender (or reinstate any Commitment terminated in accordance with this Agreement) without the written consent of the Required Lenders and such Lender;
(c) postpone any date fixed by this Agreement or any other Credit Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the amount of additional interest to be added for any overdue payment pursuant to Section 3.04(a)(ii) above what it would have been on amounts not so overdue pursuant to Section 3.04(a) or to waive any obligation of any Borrower to pay interest at such default rate to the extent it exceeds the interest payable at the non-default rate;
(e) change Section 3.03 in a manner that would alter the order of application of principal payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of Article IX this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to change, waive, discharge or terminate or otherwise modify any rights hereunder or make and determination or grant any consent hereunder, without the written consent of each Lender with a Commitment or outstanding Loan, in each case, greater than zero; and
(g) release all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with substitutions contemplated by the Agreement or any other Credit Document) without the written consent of each Lender with a Commitment or outstanding Loan, in each case, greater than zero; provided further, that no amendment, waiver, consent, discharge or termination or other modification hereunder shall, unless agreed to in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any change, waiver, discharge or termination hereunder, except that the Commitment of such Lender may not be amended increased or extended without the consent of such Lender (and such disqualification shall not apply to any Lender acting in a capacity other than as Lender); provided further, that, in the event of any amendment to increase the Aggregate Commitment the Administrative AgentAgent shall first give DBNY the opportunity to determine whether to increase its Commitment and if so, the amount of such increase (up to the full amount of the increase in the Aggregate Commitment).
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as may be otherwise specifically set forth in this Agreement or the other Credit Documents, neither this Agreement nor any other Loan Document, Credit Document nor any terms provision hereof or thereof, thereof may be amended, changedmodified, waived waived, discharged or otherwise modified unless such amendmentterminated, changeand no consent to any departure by the Borrower from any -98- 104 provision hereof or thereof may be given, waiver or other modification is except in a writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that:
(ia) no changesuch amendment, waiver modification, waiver, discharge, termination or other modification consent shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
each Lender holding Obligations directly affected thereby, (B) extend or postpone the Maturity Date 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;
(Ci) reduce the principal amount of, or rate of interest on, any Loan made by any LenderLoan, or reduce the rate any fees or extend the time of payment of, or excuse the payment of, interest thereon other Obligations (other than as a result of (xfees payable to the Agent for its own account) waiving the applicability or any obligations of any post-default increase in interest rates Person now or hereafter primarily or contingently liable with respect to the Obligations or (yii) postpone any amendment date fixed for any payment of principal, interest (other than additional interest payable hereunder during the continuance of an Event of Default), fees (other than fees payable to defined terms used in financial covenants)the Agent for its own account) or any other Obligations;
(b) no such amendment, modification, waiver, discharge, termination or consent shall, without the written consent of such Lender;
all Lenders, (Di) reduce increase the rate or extend the time Commitments of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to any extension of credit under mandatory reduction in the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Total Commitment shall not constitute such an increase), (ii) no change, waiver change the definition of "Required Lenders" or other modification otherwise change the number or termination shall, without percentage of Lenders that shall be required for the written consent of each Lender directly affected thereby,
(A) release the Borrower from Lenders or any of its obligations hereunder them to take or approve, or direct the Agent to take, any Loan Document;
action hereunder, (B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any of the provisions for extending, or take action to extend, the term of the (iv) amend any provision of this Section 11.12or of SECTIONS 4.11, Section 2.11(c4.12, 4.13, 10.2 or 10.5, (vi) or (e), Section 8.03, or any other provision of release any of the Loan Documents pursuant to which the consent Collateral 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Evii) consent to the assignment or transfer by the Borrower Borrower, or by any other Person now or hereafter primarily or contingently liable with respect to the Obligations, of any of its rights and obligations under this Agreement.Agreement or any of the other Credit Documents;
(iii) (xc) no change, waiver provision relating to the rights or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization obligations of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to under this Agreement given or made in accordance with this Section shall be effective only in any of the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX other Credit Documents may be amended amended, modified or waived without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower Representative and the Administrative Agent and the Required Lenders or by the Administrative Agent acting at (with the written direction consent of the Required Lenders; provided), however, provided that:
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled reduction in the Total Commitment provided for in Section 4.3(a) to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a Participant as provided in Section 3.4, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender;
(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; or
(EF) amendincrease the Total Commitment (except as provided in Section 4.4); and
(iii) changes, modify waivers or waive other modifications or terminations in connection with distributions or sales permitted pursuant to Section 9.2(c) and which release Collateral having an aggregate value in any of the Borrowers' fiscal years not in excess of five percent (which shall include 5%) of the waiver Borrowers' Consolidated Net Worth may be approved by the Administrative Agent without the consent of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required other Lenders;,
(iiiv) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the any Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.1212.12, Section 2.11(c) 10.3, or (e), Section 8.0312.7 hereof, or any other provision of any of the Loan Credit 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 12.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX Section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
(c) To the extent the Required Lenders (or all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, as shall be required by this Section 12.11) waive the provisions of Section 9.2 hereof 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 9.2 hereof, (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 Subsidiary Guaranty or whose stock is pledged pursuant to the Pledge Agreement, such capital stock shall be released from the Pledge Agreement and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by them in order to effectuate the foregoing.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; providedPROVIDED that no such change, howeverwaiver, thatdischarge or termination shall, without the consent of each Lender affected thereby,
(ia) no changechange any date upon which a mandatory and automatic reduction in any Commitment of such Lender is scheduled to be made, waiver or other modification shallchange the amount thereof,
(Ab) increase 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) change any date upon which a reimbursement of an Unpaid Drawing is scheduled to be made, or reduce the amount thereof, if such Lender is a Participant with respect thereto;
(d) extend the final scheduled maturity of any Commitment of any Lender hereunder, without the written consent or Loan of such Lender;Lender (it being understood that any waiver of the making of, or the application of, any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof),
(Be) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest thereon Fees on any Loan or Commitment of such Lender (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates rates),
(f) reduce the principal amount of any Loan of any Lender,
(g) increase such Lender's Commitment over the amount thereof then in effect,
(h) extend the expiration or (y) termination of any amendment to defined terms used in financial covenants), without Letter of Credit beyond the written consent scheduled expiration of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby's Commitment with respect thereto,
(Ai) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;,
(Bj) release (i) any Credit Party from the Subsidiary GuarantyGuaranty or any pledge or security agreement, exceptor (ii) all or substantially all of the collateral pledged pursuant to the terms of this Agreement, in the each case of a Subsidiary Guarantor, except strictly in accordance with Section 22(b) the provisions of the Subsidiary Guaranty or a transaction permitted under this Agreement;Credit Documents,
(Ck) change the 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,
(l) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esections 8.14, 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;,
(Dm) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(En) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) ; and PROVIDED, FURTHER, that no change, waiver or other modification or termination shall increase or extend affecting the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan rights and benefits of a Defaulting Lender and not all Lenders in a like or similar manner, shall be reduced, in each case made without the written consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Agent, and also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone any Scheduled Repayment, the Commitment Period, the Maturity Date or extend or postpone any scheduled expiration or termination the maturity date provided for herein that is applicable to a Commitment any Loan of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documentobligations;
(B) release any Credit Party from the Subsidiary Credit Party Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.1211.11, Section 2.11(c) or (e2.11(b), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of in this Agreement specifically relating to Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, ------------------- Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective parties thereto and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, howeverthat no such amendment, that
change, waiver, discharge or -------- termination shall, without the consent of each Lender: (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by any Lenderor Note beyond the relevant Maturity Date, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) or 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 Lenderprincipal amount thereof; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 12.12; (e), 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;
(Diii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
or (Eiv) consent to the assignment or transfer by the Borrower or (except as permitted hereby) any of its Subsidiaries of any of its their rights and obligations under this Agreement.
(iii) (x) ; provided further, that no such change, waiver or other modification waiver, -------- ------- discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case shall: (w) without the consent of such Lender and the Agent, amend, modify or waive any provision of Section 9 or any other provision relating to the rights or obligations of the Agent; or (yx) in the case of any waiver, amendment or modification requiring without the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve alter the required application of any changeprepayments or repayments pursuant to Section 2.02. 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 other modification that is of a routine, administrative, ministerial any Notes will be entered into or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent effected (x) with respect to this Agreement given Section 11 or made in accordance (y) with this Section shall respect to any other provisions, if the same would be effective only in adverse to the specific instance and for the specific purpose for which it was given holders of Senior Debt (or made.
(b) No provision any of Article IX may be amended them), without the prior consent of the Administrative Agentrequired Banks under the Senior Credit Agreement.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Physician Health Corp)
Amendment or Waiver. A. No approval, consent, amendment or waiver of this Agreement or any of the Credit Documents shall be effective unless it is in writing signed by the Agent and the Required Banks; provided, however, that any such approval, consent, amendment or waiver that (a) Neither reduces the amount of any interest, principal, fees or other amounts owing to any Bank hereunder, including, without limitation, amounts payable under Section 4 (but excluding any waiver of any increase in the interest rate applicable to the Loans pursuant to Section 2.06(e)); (b) releases any Person (except pursuant to any Divestitures and as set forth in Section 8.02(ii), (iii) and (vi)) from all or any portion of its liabilities under the Subsidiary Guaranty; (c) amends any provisions of this Section 11.13; (d) reduces the percentage specified in the definition of the term "REQUIRED BANKS" or changes the definition of "PRO RATA SHARE" (it being understood that, with the consent of Required Banks, additional extensions of credit pursuant to this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amendedmade on substantially the same basis as the extensions of the Commitments); (e) postpones the scheduled final maturity date (but not the date of any scheduled installment of principal) of any of the Loans or the date on which any interest or any fees are payable under this Agreement or any of the Credit Documents; (f) releases all or substantially all of the Collateral (except as set forth in Sections 8.02(i) or (ii) or 8.14, changedor if the sale or disposition of such Collateral is permitted under any of the Credit Documents), waived or otherwise modified unless such amendment, change, waiver or other modification (g) by the terms of any provision of this Agreement requires the approval of all the Banks shall be effective only if it is in writing signed by all the Banks directly affected; provided, further, that no such approval, consent, amendment or waiver shall increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that approvals, consents, amendments or waivers of conditions precedent, covenants, defaults or events of default or of a mandatory prepayment or reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Bank); provided further that no amendment, modification or waiver of any provision of this Agreement relating to Swing Line Loans or the Swing Line Commitment shall be effective without the written concurrence of the Swing Line Bank; and signed provided, further, that no amendment, modification or waiver of any provision of Section 10 or of any other provision of this Agreement expressly requiring the approval or concurrence of the Agent shall be effective without the written concurrence of the Agent.
B. If in connection with any proposed approval, consent, amendment or waiver with respect to any of the provisions of this Agreement as contemplated by clauses (a) through (g) of the first proviso of Section 11.13A, the consent of the Required Banks is obtained but the consent of one or more of the other Banks whose consent is also 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 clause (i) or (ii) below, to either (i) replace each such non-consenting Bank or Banks with one or more Replacement Banks (as defined in Section 11.13C) pursuant to Section 11.13C so long as at the time of such replacement, each such Replacement Bank consents to the proposed approval, consent, amendment or waiver, or (ii) terminate such non-consenting Bank's Commitment and repay each outstanding Loan of such Bank, in accordance with Section 4.02(b); provided that unless the Commitments that are terminated, and the Loans that are repaid pursuant to the preceding clause (ii) 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 the preceding clause (ii) 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, terminate its Commitment or repay its Loans solely as a result of the exercise of such Bank's right (and the withholding of any required consent by such Bank) pursuant to the second proviso to Section 11.13A.
C. In the event of certain refusals by a Bank as provided in Section 11.13B to consent to certain proposed approvals, amendments, consents or waivers with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five Business Days' written notice to the Agent (which notice the Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Bank (a "Replaced Bank") in accordance with, and subject to the requirements of, said subsection 11.13B so long as (i) in the case of the repayment of Revolving Loans of any Bank pursuant to this Section 11.13C the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time SCHEDULE 1.01(A) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (ii) in the case of the repayment of Loans of any Bank the consents required by Section 11.13B in connection with the repayment pursuant to this Section 11.13C have been obtained.
(a) At the time of any replacement pursuant to this subsection 11.13C, the lender replacing such Replaced Bank (the "Replacement Bank") shall enter into one or more assignment agreements, in form and substance satisfactory to the Agent, pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and participations in Swing Line Loans and Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Bank and (y) the appropriate Issuing Bank an amount equal to such Replaced Bank's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing), to the extent such amount was not theretofore funded by such Replaced Bank; and
(b) all obligations of the Borrower owing to the Replaced Bank (excluding those specifically described in clause (a) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (a) and (b) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Administrative Agent Replacement Bank shall become a Bank hereunder and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender Replaced Bank shall cease to constitute a Bank hereunder, without except with respect to the written consent of such Lender;
(B) extend or postpone Borrower's obligations regarding the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted indemnification provisions under this Agreement;
, which shall survive for the benefit of such Replaced Bank. Notwithstanding anything to the contrary contained above, no Issuing Bank may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Bank (C) amendincluding the furnishing of a standby letter of credit in form and substance, modify and issued by an issuer satisfactory to such Issuing Bank or waive any provision the furnishing of this Section 11.12, Section 2.11(c) or (e), Section 8.03, or any other provision of any of the Loan Documents cash collateral in amounts and 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 arrangements satisfactory to such provision explicitly required;
(DIssuing Bank) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent have been made 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 was given or madesuch outstanding Letters of Credit.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Revolving Commitment of any Lender hereunderhereunder (other than as provided in Section 2.02(b)), without the written consent of such Lender;
(B) extend or postpone the Maturity Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit in which such Lender has an LC Participation beyond the 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 Revolving Commitment of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of each Revolving Lender;
(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; or
(EF) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Revolving Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change in, or waiver or other modification otherwise affecting, the amount or time of payment of any scheduled or mandatory reduction in the Total Revolving Commitment provided for in Section 2.12 to which a Revolving Lender shall be entitled shall be made without the written consent of each Revolving Lender;
(iii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c2.14(c) or (e), 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 Revolving Commitments, is by the terms of such provision explicitly required;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
Appears in 1 contract
Amendment or Waiver. (a) Neither a. Other than as set forth in Section 12(b), this Agreement nor Agreement, including any other Loan Document, nor any terms hereof exhibits or thereofschedules hereto, may not be waived, modified, amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by supplemented except with the Borrowerwritten consent of the Company, the Administrative Agent Required Consenting RBL Lenders and the Required Lenders Consenting Noteholders (such consent not to be unreasonably withheld, conditioned, or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, thatdelayed).
b. Notwithstanding Section 12(a):
(i) no changeany waiver, waiver modification, amendment, or other modification shallsupplement to this Section 12 shall require the written consent of the Company and each Consenting Creditor;
(ii) any waiver, modification, amendment, or supplement to the definitions of “Required Consenting RBL Lenders” and “Super-Majority RBL Lenders” shall require the written consent of (A) increase each Consenting RBL Lender, (B) the amount Company, and (C) the Required Consenting Noteholders;
(iii) any waiver, modification, amendment, or supplement to the definitions of “Required Consenting Noteholders” and “Super-Majority Noteholders” shall require the written consent of (A) each Consenting Noteholder, (B) the Company, and (C) the Required Consenting RBL Lenders; and
(iv) any Commitment change, modification, or amendment to this Agreement, the Plan Term Sheet, or the Plan that treats or affects any Consenting Creditor’s Claims arising under the RBL Documents or Notes (or the Indenture) in a manner that is materially and adversely disproportionate, on an economic or non-economic basis, to the manner in which any of any Lender hereunderthe other respective Consenting Creditors are treated (after taking into account each of the Consenting Creditor’s respective holdings, without as applicable, in the Company and the recoveries contemplated by the Plan (as in effect on the date hereof)) shall require the written consent of such Lender;materially adversely and disproportionately affected Consenting Creditor.
(B) extend or postpone c. In the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein event that is applicable a materially adversely and disproportionately affected Consenting Creditor does not consent to a Commitment of any Lenderwaiver, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderchange, modification, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without this Agreement requiring the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
Consenting Creditor (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e“Non-Consenting Creditor”), Section 8.03but such waiver, change, modification, or any other provision of any of the Loan Documents pursuant to which amendment receives the consent or approval of Consenting Creditors constituting Super-Majority RBL Lenders and Super-Majority Noteholders, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Creditor, and this Agreement shall continue in full force and effect in respect to all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by Consenting Creditors subject to the terms of such provision explicitly required;
(D) reduce this Agreement. Notwithstanding the percentage specified inforegoing, the Company may amend, modify, or otherwise modifysupplement this Agreement, the definition of Required Lenders; or
(E) consent Plan Term Sheet, or the Plan from time to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case time without the consent of such Lender and any Consenting Creditor to cure any ambiguity, defect (y) in the case of including any waivertechnical defect), amendment or modification requiring the consent of all Lenders or each affected Lender that by its termsinconsistency, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
so long as (ivA) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without Company obtains the consent of the Administrative AgentRBL Agent and the Required Consenting Noteholders and (B) any such amendments, modifications, or supplements do not materially adversely affect the rights, interests, or treatment of similarly situated Consenting Creditors under this Agreement, the Plan Term Sheet, or the Plan.
Appears in 1 contract
Samples: Restructuring Support Agreement (Lonestar Resources US Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the BorrowerBorrowers, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such LenderLender or increase the Total Credit Facility Amount without the consent of all the Lenders;
(B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such LenderLender (it being understood that a modification to or waiver of Section 2.13(c)(iv), (v), (vi), or (vii) or to the definitions of Excess Cash Flow, Excess Cash Flow Prepayment Amount, Cash Proceeds or Net Cash Proceeds shall only require the consent of the Required Revolving Lenders and the Required Term Lenders);
(D) reduce the amount of any Unpaid 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower Borrowers from any of its their obligations hereunder or any Loan Documenthereunder;
(B) release the Borrowers from their guaranty obligations under Article X or release any Credit Loan Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral, except in connection with a transaction expressly permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders, Required Revolving Lenders or Required Term Lenders; or
(EF) consent to the assignment or transfer by the Borrower Borrowers of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(iii) No change in, or waiver or other modification otherwise affecting, the amount or time of payment of the Scheduled Repayments provided for in Section 2.13(b) to which a Term Lender shall be entitled shall be made without the written consent of each Term Lender and the Required Revolving Lenders.
(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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 Subsidiary 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 Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
(e) Notwithstanding anything in paragraph (a) of this Section 11.12 to the contrary, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the Total Revolving Commitment or to establish one or more Classes of Term Loans and/or Revolving Commitments by an agreement in writing entered into by the Borrowers, the Administrative Agent and each Person (including any Lender) that shall agree to provide such Commitment or make a Term Loan of any Class so established (and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Commitment and/or Term Loans set forth in such agreement); provided that the aggregate outstanding principal amount of the new Term Loans and the new Commitments of all Classes shall at no time, without the consent of the Required Lenders, exceed $75,000,000. Any such agreement shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Class of Term Loans or Commitments established thereby (including the amount and final maturity thereof (which shall not be earlier than the Revolving Facility Termination Date), any provisions relating to the amortization or mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof) and to effect such other changes (including changes to the provisions of this Section, Section 2.14 and the definition of “Required Lenders”) as the Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Class; provided that no such agreement shall (i) effect any change described in any of clauses (i) and (ii) of paragraph (a) of this Section without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any increase in the Revolving Commitments or establishment of any Class of Term Loans will not, of itself, be deemed to effect any of the changes described in clauses (A), (C) or (D) of Section 11.12(a)(ii),(ii) amend Article VI, VII or VIII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited (it being agreed that no provision requiring Borrower to prepay Term Loans of one or more Classes pursuant to Sections 2.13(c)(iv) through (vii) shall be deemed to violate this clause) or (iii) change any other provision of this Agreement or any other Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Term Loans of such new Class or such new Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Subsidiary Guaranty and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any such Class of Term Loans or any such new Commitments.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such LenderLender or increase the Total Credit Facility Amount without the consent of all the Lenders;
(B) extend or postpone the Maturity Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the 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, it being expressly understood that the waiver or modification of any mandatory prepayment hereunder shall require only the approval of the Required Lenders;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unpaid 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral, except in accordance with Section 2.19 or in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 Subsidiary Guaranty or whose stock is pledged pursuant to the Security Documents, such capital stock shall be released from the Security Documents and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
(e) Notwithstanding anything in paragraph (a) of this Section 11.12 to the contrary, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the Total Revolving Commitment or to permit the Borrower to incur Term Loans and/or Revolving Commitments (the "Incremental Loans") by an agreement in writing entered into by the Borrower, the Administrative Agent and each Person (including any Lender) that shall agree to provide such Incremental Loans so established (and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Incremental Loans set forth in such agreement); provided that the aggregate outstanding principal amount of the Incremental Loans shall at no time exceed $50,000,000. Any such agreement shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of the Incremental Loans established thereby (including the amount and final maturity thereof (which shall not be earlier than the Revolving Facility Termination Date), any provisions relating to the amortization or mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof) and to effect such other changes (including changes to the provisions of this Section, Section 2.14 and the definition of "Required Lenders") as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Class; provided that no such agreement shall (i) effect any change described in any of clauses (i) and (ii) of paragraph (a) of this Section without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any increase in the Revolving Commitments or establishment of any Class of Term Loans will not, of itself, be deemed to effect any of the changes described in clauses (A), (C) or (D) of Section 11.12(a)(ii), (ii) amend Article VI, VII or VIII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited (it being agreed that no provision requiring Borrower to prepay Term Loans of one or more Classes pursuant to Sections 2.13(c)(v) through (vii) shall be deemed to violate this clause) or (iii) change any other provision of this Agreement or any other Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Term Loans of such new Class or such new Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Subsidiary Guaranty and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any such Incremental Loan.
(f) If, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof as contemplated by this Section 11.12, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained, the Borrower may replace such Non-Consenting Lender in accordance with the provisions of Section 3.05(b) hereof.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrowers and (w) the Required Lenders Revolving Lenders, if it affects only the Revolving Commitments and/or the Revolving Loans, (x) the Required Term Lenders, if it affects only the Term Commitments and/or the Term Loans, or by the Administrative Agent acting at the written direction of (z) in all other cases, the Required Lenders; provided, howeverprovided that no such change, thatwaiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected thereby,
(i) no change, waiver or other modification shall
(A) increase change the amount or time of payment of the Scheduled Repayments provided for in section 5.2(a), extend any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Commitment of any LenderLoan or a Commitment, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend principal amount thereof, increase the time Commitment of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of DefaultDefault shall not constitute a change in the terms of any Commitment of any Lender) any condition precedent or extend the Interest Period with respect to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;Eurocurrency Loans beyond a six month period,
(ii) no change, waiver or other modification or termination shall, release any Borrower from any obligations as a guarantor of its Subsidiaries' obligations under any Credit Document (including without the written consent of each Lender directly affected therebylimitation under sections 3.6 and 12),
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(Biii) release any Credit Party from the any Subsidiary Guaranty, except, except in the case of a Subsidiary Guarantor, in accordance connection with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;by section 9.2(d),
(Civ) release all or any substantial portion of the Collateral, except in connection with a transaction permitted by section 9.2(d),
(v) change the 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,
(vi) amend, modify or waive any provision of this Section 11.12section 13.12, Section 2.11(c) or (esection 11.7, 13.1, 13.4, 13.6 or 13.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;,
(Dvii) reduce the percentage specified in, or otherwise modify, the definition of Required Term Lenders; , Required Revolving Lenders or Required Lenders, or
(Eviii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iiib) (x) no change, waiver No provision of section 3 or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor 11 may the principal of any Loan of a Defaulting Lender be reduced, in each case amended without the consent of such Lender and (x) any Letter of Credit Issuer adversely affected thereby or (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without respectively.
(c) The Administrative Agent and the direction Collateral Agent will not enter into any amendment, change, waiver, discharge or separate authorization termination of any of the other Credit Documents, except as specifically provided therein or as authorized as contemplated by a request of the Required Lenders (or all of the Lenders, may approve as to any changematter which, waiver or other modification that is pursuant to this section 13.12, can only be effectuated with the consent of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the all Lenders. ).
(d) 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 was given given. Any amendment, modification, termination, waiver or made.
(b) No provision consent effected in accordance with this section 13.12 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrowers, on the Borrowers. For purposes of Article IX may be amended without the consent of this section 13.12, the Administrative AgentAgent shall have primary responsibility, together with the Company, for the negotiation, preparation and documentation relating to any amendment, modification or waiver of this Agreement, any other Credit Document or any other agreement or document related hereto or thereto contemplated pursuant to this section 13.12.
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated (other than pursuant to the terms hereof) unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by each of the BorrowerAgent, the Administrative Agent and the Required Lenders and the Borrower; provided that no such change, waiver, discharge or by termination shall:
(a) without the Administrative Agent acting at consent of each affected Lender and the written direction of the Required Lenders; providedAgent, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount scheduled final maturity date of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderLoan, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon any portion thereof; (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(Dii) reduce the rate or extend the time of payment of, of interest thereon or excuse fees or reduce the payment of, any Fees to which principal amount thereof; or (iii) increase the Loan Amounts of any Lender is entitled hereunderor the Total Loan Amounts, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Loan Amount of any Lender);
(b) without the written consent of such Lenderall of the Lenders or the Agent acting with the consent of all of the Lenders (i) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents); or(ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement and the other Credit Documents; (iii) alter the terms of this Section 11.12; or (iv) modify the definition of the term “Required Lenders”;
(Ec) without the consent of all of the Tranche A/B Lenders, (i) reduce the percentage in the definition of the term “Required Tranche A/B Lenders” or (ii) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders3.1(a);
(d) without the consent of all of the Tranche C Lenders, (i) reduce the percentage in the definition of the term “Required Tranche C Lenders” or (ii) no changeamend, waiver modify or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documentwaive Section 3.1(b);
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ce) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03, Article X hereof or any other provision of any rights or duties of the Loan Documents pursuant to which Agent hereunder without the written 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lendersthen Agent; or
(Ef) consent to the assignment amend, modify or transfer by the Borrower waive any provision of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Article IV hereof without the written consent of each Guarantor. Any such Lender waiver and (y) in the case of any waiversuch amendment, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment supplement or modification shall require the consent of apply equally to each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, Lenders and any such change, waiver or modification approved by the Administrative Agent shall be binding on upon each Credit Party, the Lenders. 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 Agent and for the specific purpose for which it was given or made.
(b) No provision of Article IX may be amended without the consent all future holders of the Administrative AgentLoans.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Frederick's of Hollywood Group Inc /Ny/)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; providedPROVIDED that no such change, howeverwaiver, that
discharge or termination shall, without the consent of each Lender directly affected thereby, (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final scheduled expiration or termination maturity 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 any Loan made by any Lenderor Note beyond the Maturity Date, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees, without or reduce the written consent principal amount thereof, or increase the Loans of such Lender;
Lender over the amount thereof then in effect (D) 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; or
(E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory repayment shall not constitute a change in the terms of any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Lender's Loans), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 12.12 (eexcept to give effect to additional facilities hereunder), 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;
(Diii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders; or
, (Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
, (iiiv) release all or substantially all of the Collateral (except as set forth in the Credit Documents) or (vi) release all or substantially all of the Subsidiary Guarantors; PROVIDED, FURTHER, that no such change, waiver, discharge or termination shall, (x) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 11 or any other provision as same relates to the rights or obligations of such Agent, or (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 PROVIDED, FURTHER, that no such change, waiver or other modification waiver, discharge or termination that otherwise becomes effective against other parties hereto in accordance with the terms of this Agreement shall increase be effective in altering the rights or extend the Commitment or Loan obligations of any Defaulting Lender, nor may of the principal of any Loan of a Defaulting Non-Continuing Lenders adversely to such Non-Continuing Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Non-Continuing Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor or any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the BorrowerBorrower and, without duplication in the Administrative Agent case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the Required Lenders or by the Administrative Agent acting at the written direction aggregate, a Voting Percentage of more than 50% of the Required Lenderstotal Voting Percentages of all the Lenders and unless the Rating Agency Condition is met; provided, howeverthat no such change, that
waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) no change, waiver or other modification shall
(A) increase extend any time fixed for the amount payment of any Commitment principal of any Lender hereunder, without the written consent of such Lender;
Loans (B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date other than as 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 any Loan made by any Lenderin Section 2.3), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)fees thereon, without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or extend change the time currency of payment ofthereof, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver release all or other modification or termination shall, without a substantial portion of the written consent of Collateral (in each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, case except as expressly provided in the case of a Subsidiary GuarantorCredit Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of Section 9.6 or this Section 11.12, Section 2.11(c) or (e9.12(a), 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;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders; or
, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
Agreement (iiiexcept as permitted by Section 6.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1(b) or (vii) amend, modify or waive any provision of Section 9.20; provided, further, that no such change, waiver, discharge or termination shall (x) no change, waiver increase the Commitments or other modification or termination shall increase or extend (except as permitted hereunder) change the Commitment or Loan ratable share of the Commitments of any Defaulting Lender, nor may Lender over the principal of any Loan of a Defaulting Lender be reduced, amount thereof then in each case 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 Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, amendment or modification requiring the consent of all Borrower, the Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on restored to their former position and rights hereunder and under the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section other Credit Documents, and any Default waived shall be effective only in deemed to be cured and not continuing, to the specific instance and for the specific purpose for which it was given extent so provided herein; but no such waiver shall extend to any subsequent or madeother Default, or impair any right consequent thereon.
(b) No provision If, in connection with any proposed change, waiver, discharge or termination to any of Article IX may be amended without 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 Administrative AgentRequired 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 1 contract
Samples: Credit Agreement (Special Value Continuation Partners, LP)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived or otherwise modified unless UNLESS such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) PROVIDED that no changesuch amendment, waiver or other modification shall, without the consent of each Lender (other than a Defaulting Lender) affected thereby,
(Aa) increase extend any interim or final date on or by which any Loan to be made by such Lender may be incurred, or on which any such Loan or Unpaid Drawing is scheduled to be repaid, prepaid or mature, or extend the amount expiration date of any Letter of Credit beyond the Maturity Date, or extend any interim or final date on which any Commitment of any such Lender hereunder, without the written consent of such Lender;
(B) extend is scheduled to expire or postpone the Maturity Date 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 any Loan made by any Lenderterminate, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest Fees thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without or reduce the written consent principal amount thereof, or increase any Commitment of such Lender;
(D) reduce Lender over the rate or extend the time of payment ofamount thereof then in effect, or excuse release all or a substantial portion of the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit collateral pledged under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no changePledge Agreement, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the a Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party Guarantor from the Subsidiary its Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without change the consent definition of the Administrative Agent.term "Change of Control" or any of the provisions of section 4.2 or 5.2 which are applicable upon a Change of Control,
(c) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(b) 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,
Appears in 1 contract
Amendment or Waiver. (a) Neither this This Agreement nor any may not be changed, waived, discharged or terminated (other Loan Document, nor any terms than (x) pursuant to Section 8.22 or (y) in order to facilitate a Conversion Option in accordance Section 3.7 hereof or thereofto facilitate an Assignment in accordance with Section 8.4 hereof) unless the consent of the Collateral Manager has been obtained and, may be amendedother than in connection with a Conforming Amendment, changedthe prior written consent of a Majority of the Lenders has been obtained, waived and such change, waiver, discharge or otherwise modified unless termination is in writing signed by the Co-Borrowers, the Loan Agent and the Collateral Trustee; provided that no such amendment, change, waiver or other modification is termination shall, without the consent of each Lender (provided that, in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction case of the Required Lenders; provided, however, thatfollowing clause (i) such Lender holds Secured Loans directly affected thereby):
(i) no change, waiver or other modification shall
(A) increase extend any time fixed for the amount payment of any Commitment principal of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderSecured Loans, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-post default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)fees thereon, without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or extend change the time currency of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lendersthereof;
(ii) no changerelease all or substantially all of the Assets (in each case, waiver or other modification or termination shall, without except as expressly provided in the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan DocumentCredit Documents);
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of Section 8.6 or clause (a) of this Section 11.12, Section 2.11(c) or (e), 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 required8.11;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; orMajority;
(Ev) consent to the assignment or transfer by either of the Borrower Co-Borrowers of any of its their rights and obligations under this Agreement.Agreement (except as permitted by Section 8.4);
(iiivi) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of waive any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lenderprepayment required pursuant to Section 3.3; or
(ivvii) the Administrative Agentamend, without the direction modify or separate authorization waive any provision of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made8.16.
(b) No provision Subject to clause (c) below, with the consent of Article IX the Collateral Manager, the Co-Borrowers, the Loan Agent and the Collateral Trustee may be amended enter into a Conforming Amendment without the consent of any Lenders hereto other than to the Administrative extent such consent is 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.
(c) Notwithstanding anything to the contrary herein, the Co-Borrowers, the Loan Agent and the Collateral Trustee may enter into a Conforming Amendment to issue Additional Loans in accordance with Section 3.1(c) herein, with only the consent of the Lenders making such Additional Loans.
(d) Not later than 10 Business Days (or if in connection with a Refinancing, Re-Pricing, issuance of additional Debt or Reset Amendment, 5 Business Days) prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver a copy of such proposed amendment to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Notes), the Collateral Manager and the Rating Agency. 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. 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.
(e) No change, waiver, discharge or termination of this Agreement shall affect in any manner, amend, waive or modify the terms of the Indenture.
(f) Notwithstanding anything herein to the contrary, Section 3.7 of this Agreement may be removed with the consent of 100% of the Lenders, and no Class of Notes shall have the right to object or be required to consent to the removal of Section 3.7. Upon the removal of Section 3.7 in accordance with the immediately preceding sentence, any provision of the Indenture related to Section 3.7, including, without limitation, Section 2.14 of the Indenture, shall have no further force or effect for the purposes of this Agreement.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor Agreement, any other Loan Credit Document, nor any terms hereof or thereof, thereof may be amendedamended or modified except in accordance with the provisions of this Section 12.12. The Required Lenders (or, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by with the Borrowerwritten consent of the Required Lenders, the Administrative Agent) and each Loan Party party to the relevant Credit Document may, from time to time (i) enter into written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder; provided that with respect to any amendment or supplement that adversely affects the Collateral Agent, the written consent of the Collateral Agent shall be required or (ii) waive, on such terms and conditions as the Required Lenders or by the Administrative Agent acting at Agent, as the written direction case may be, may specify in such instrument, any of the Required Lendersrequirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, thatthat no such waiver and no such amendment, supplement or modification shall:
(i) no changeextend the final scheduled date of maturity of any Term Loan, reduce the principal, stated rate of any interest or fee payable hereunder (except in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)), or other modification shall
(A) extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Commitment Lender’s Term Commitment, in each case without the consent of each Lender directly affected thereby;
(ii) eliminate or reduce the voting rights of any Lender hereunder, under this Section 12.12 without the written consent of such Lender;
(Biii) extend release all or postpone substantially all of the Maturity Date Subsidiary Guarantors or extend all or postpone substantially all of the Collateral in any scheduled expiration transaction or termination date provided for herein that is applicable to a Commitment series of any Lender, related transactions without the written consent of such each Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or Agreement and the other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Credit Documents without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the written consent of each such Defaulting Lender;
(v) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders 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 Lender;
(vi) amend, modify or waive any provision of Section 1.10 or Section 12.6 without the written consent of each Lender; or
(ivvii) the Administrative Agentamend, without the direction modify or separate authorization waive any provision of the Required Lenders, may approve Article 11 or any change, waiver or other modification provision of any Credit Document that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by affects the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the written consent of the Administrative Agent.
(b) Notwithstanding anything to the contrary contained in this Section 12.12, in the event that, at any time and from time to time, the debt service coverage ratio financial covenant in the Revolving Credit Agreement is removed or is amended (or any component definition thereof is amended) (each, a “Revolver Coverage Ratio Removal/Amendment”), the Debt Service Coverage Ratio covenant in Section 7.11(b) of this Agreement will be automatically removed or amended, as applicable, in a corresponding manner (including to reflect any amendments to any component definition thereof). Within five (5) Business Days of the execution of any amendment to the Revolving Credit Agreement reflecting a Revolver Coverage Ratio Removal/Amendment, the Borrower shall furnish a copy of such amendment to the Administrative Agent. Upon written request of the Borrower, the Lenders and the Administrative Agent will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate any Revolver Coverage Ratio Removal/Amendment.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each applicable Credit Party and the Required Lenders Lenders, provided that no such change, waiver, discharge or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, thattermination shall:
(i) no changewaive any Term Loan Scheduled Repayment, waiver defer any Term Loan Scheduled Repayment or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Term Facility Final Maturity Date or extend the Revolving Facility Final Maturity Date or postpone the date for any scheduled expiration or termination date provided for herein payment of principal (it being understood that is applicable to a Commitment any waiver of the application of any Lenderprepayment of, without or the written consent method of such Lender;
(C) reduce the principal amount application of any prepayment to the amortization of, the Loans shall not constitute a waiver of any such Term Loan made by Scheduled Repayment or any Lendersuch extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of any interest thereon (other than except (x) as a result of (x) waiving the applicability of any post-default increase in interest rates or and (y) that any amendment to or modification of defined terms used in financial covenantsthe definition of “Total Leverage Ratio” shall not constitute a reduction in interest rate for purposes of this clause (i)) or Fees payable hereunder, without the written consent of such Lender;
(D) or forgive or reduce the rate principal of any amounts payable hereunder or extend the time of payment ofunder any other Credit Documents, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth Lender), in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, each case without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby,
(A) release ; provided that no increase of the Borrower from Commitment of any Defaulting Lender will be effective without the consent of its obligations hereunder or any Loan Documentsuch Defaulting Lender;
(Bii) release or subordinate all or any Credit Party material portion of the Collateral (other than in connection with the sale of such Collateral to the extent permitted herein) or release all or substantially all of the Guarantors from the Subsidiary Guaranty, except, their respective Guaranties (in each case except as expressly provided in the case Credit Documents) without the written consent of each Lender (other than a Subsidiary Guarantor, in accordance with Section 22(bDefaulting Lender) of the Subsidiary Guaranty or a transaction permitted under this Agreementdirectly affected thereby;
(Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) 12.12 or (e), Section 8.03, the definition of “Required Lenders” or any other provision of any of hereof specifying 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 required to amend, waive or Lenders having Commitments, is by otherwise modify any rights hereunder without the terms written consent of such provision explicitly requiredeach Lender (other than a Defaulting Lender) directly affected thereby;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; orLenders without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(Ev) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(vi) alter any allocation of mandatory prepayments under Section 5.2 between the Term Loans or the Revolving Facility without the written consent of a majority in interest of the Lenders of the Term Loans or the Revolving Facility, as the case may be, adversely affected thereby (provided that, with the written consent of the Required Lenders, mandatory prepayments under clauses (iii), (iv) and (v) of Section 5.2 may be reduced or eliminated);
(vii) change Section 5.3 or Section 12.6, or change Section 6.5 of the Guarantee and Collateral Agreement., in each case, in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(viii) change Section 12.4(b) in a manner that would place additional restrictions on a Lender’s ability to assign its Commitments or Loans without the written consent of each Lender directly affected thereby;
(ix) amend, modify or waive any provision of Section 2.14(f) or Section 11 without the written consent of the Letter of Credit Issuer or the Administrative Agent, respectively; or
(x) amend Section 2.9(a) to permit Interest Periods of greater than six months without the unanimous written consent of the Lenders under the applicable Facility. In addition, (i) no amendment, waiver or consent shall, unless in writing and signed by the Letter of Credit Issuer in addition to the Lenders required above, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any Letter of Credit Request 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 Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; and (iii) (x) no changeamendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Credit Parties, 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 or termination Event of Default waived in accordance with the terms of this Agreement shall increase be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or extend other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary herein or otherwise, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or Loan of any Defaulting Lenderextended, nor and amounts payable to such Lender hereunder may the principal of any Loan of a Defaulting Lender not be permanently reduced, in each case without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender) and (yii) in the case of any waiverAdministrative Agent may, amendment or modification requiring with the consent of all the Borrower only, amend, modify or supplement any Credit Document to cure any ambiguity, omission, mistake, defect or inconsistency. Notwithstanding the foregoing, this Agreement, including this Section 12.12, and the other Credit Documents may be amended (or amended and restated) pursuant to Section 2.14(a) in order to add new Term Loans and Additional Revolving Commitments to this Agreement and (a) 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 (including the rights of the Incremental Lenders or each affected Lender that by its termswho have made new Term Loans pursuant to Section 2.14(a) to share ratably with the Term Facility in prepayments pursuant to Section 5.1 and Section 5.2) and the other Credit Documents with the Term Loans and Total Revolving Extensions of Credit and the accrued interest and fees in respect thereof, affects (b) to include appropriately the Lenders holding such credit facility in any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization determination of the Required LendersLenders and (c) to amend other provision of the Credit Documents so that the Lenders that made new Term Loans or that made Additional Revolving Commitments are appropriately incorporated (including this Section 12.12). In addition, may approve any changenotwithstanding the foregoing, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders (or new lenders) providing the relevant Replacement Term Loans (as defined below) to permit the refinancing or modification of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus the amount of any Incremental Commitments, (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 at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be agreed upon by the Borrower and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective Credit Parties party thereto (except as otherwise provided in Section 12.02) and the Required Lenders Banks (or by the Administrative Agent acting at the written direction of the Required Lenders; providedSecured Parties in the case of a change, howeverwaiver, that
discharge or termination with respect to a Collateral Document to the extent provided therein), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby), (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by any Lenderor Revolving Note, or reduce the rate or extend the time of payment ofof interest or Fees thereon, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the rate principal amount thereof, (ii) release all or extend substantially all of the Collateral (except as expressly provided in the Collateral Documents) under all the Collateral Documents, provided that such release of Collateral may be effected by only the Required Banks if at 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder Company's Indebtedness shall be rated at least BBB- Senior Implied by S&P or any Loan Document;
Baa3 Senior Implied by Xxxxx'x, (B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.1212.12, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; orBanks (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 Revolving Loan Commitments are included on the Effective Date) or (v) except as set forth in Section 8.02, 8.04(ix) or 12.17
(Ea) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
Agreement (iii) although any Subsidiary Borrower may, at its request and with the consent of the Required Banks, otherwise cease to be a Subsidiary Borrower hereunder so long as no Default or Event of Default exists and all Loans incurred by such Subsidiary Borrower are repaid in full; provided further, that no such change, waiver, discharge or termination shall (x) no change, waiver or other modification or termination shall increase or extend the Revolving Loan Commitment or Loan of any Defaulting Lender, nor may Bank over the principal of any Loan of a Defaulting Lender be reduced, amount thereof then in each case effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any 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), (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 or any other provision as same relates to the rights or obligations of the Administrative Agent and (z) without the consent of the Collateral Agent, amend, 120 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 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 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 1.14 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 all outstanding Revolving Loans of such Bank in accordance with Sections 2.02(b) and/or 3.01(iv), provided that, unless the Revolving Loan Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Banks or the increase of the Revolving Loan 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, 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 12.12(a).
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) provided that no changesuch amendment, waiver or other modification shall, without the consent of each Lender affected thereby:
(Aa) increase the amount of extend any final date on or by which any Loan to be made by such Lender may be incurred, or 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 Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date ’s General Revolving Commitment or extend or postpone the expiration date of any scheduled Letter of Credit as to which such Lender is a Participant pursuant to section 3.4 beyond the latest expiration or termination date for a Letter of Credit 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 any Loan made by any Lenderherein, or reduce the rate of interest or extend the time of payment of, or excuse the payment of, interest Fees thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without or reduce the written consent of such Lender;principal amount thereof.
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Cb) amend, modify or waive any provision of this Section 11.12section 13.12, Section 2.11(c) or (esection 12.7, 13.4, 13.6 or 13.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;
(Dc) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders;
(d) release any Material Subsidiary from the Subsidiary Guaranty or release all or substantially all of the Collateral; or
(Ee) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. In the event that in connection with any proposed amendment, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lendermodification, nor may the principal of any Loan of a Defaulting Lender be reducedtermination, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with resect to any of the provisions hereof, the consent of one or more Lenders (each a “Non-Consenting Lender”) shall not have been obtained, then, with respect to this Agreement given each such Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments in full to one or made more eligible assignees (each a “Replacement Lender”) in accordance with this the provisions of Section 13.4 and the Borrower shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to section 4; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to section 2.11, or otherwise as if it were a prepayment and (3) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, the Borrower may not make such election with respect to any Terminated Lender that is also a Letter of Credit Issuer unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued by such Terminated Lender to be effective only in cancelled. Upon the specific instance prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s General Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for the specific purpose for which it was given or made.
(b) purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. No provision of Article IX section 12 may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at consent of each Lender (with Obligations being directly affected thereby in the written direction case of the Required Lenders; providedfollowing clause (i)), however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without Note beyond the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any LenderMaturity Date, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or Fees thereon, or reduce the principal amount thereof (y) it being understood that any amendment or modification to defined terms used the financial definitions in financial covenantsthis Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver release all or other modification or termination shall, without substantially all of the written consent of Collateral (in each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, case except as expressly provided in the case of a Subsidiary GuarantorCredit Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.1213.12, Section 2.11(c(iv) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, change the definition of Required Lenders; or
Lenders or (Ev) consent to the assignment or transfer by any of the Borrower Borrowers of any of its rights and obligations under this Agreement.
(iii) (x) ; provided further that no such change, waiver or other modification waiver, discharge or termination shall (A) increase or extend the Commitment or Loan Commitment(s) of any Defaulting Lender, nor may Lender over the principal of any Loan of a Defaulting Lender be reduced, amount thereof then in each case effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and (y) that an increase in the case available portion of any waiver, amendment or modification requiring the consent Commitment of all Lenders or each affected any Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section shall be effective only not constitute an increase in the specific instance and for the specific purpose for which it was given or made.
Commitment of such Lender), (bB) No provision of Article IX may be amended without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (C) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the BorrowerBorrowers, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such LenderLender or increase the Total Credit Facility Amount without the consent of all the Lenders;
(B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such LenderLender (it being understood that a modification to or waiver of Section 2.13(c)(iv), (v), (vi), or (vii) or to the definitions of Excess Cash Flow, Excess Cash Flow Prepayment Amount, Cash Proceeds or Net Cash Proceeds shall only require the consent of the Required Revolving Lenders and the Required Term Lenders);
(D) reduce the amount of any Unpaid 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the any Borrower from any of its obligations hereunder or any Loan Document;hereunder,
(B) release the Borrowers from their guaranty obligations under Article X or release any Credit Loan Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral, except in connection with a transaction expressly permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders, Required Revolving Lenders or Required Term Lenders; or
(EF) consent to the assignment or transfer by the Borrower Borrowers of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(iii) No change in, or waiver or other modification otherwise affecting, the amount or time of payment of the Scheduled Repayments provided for in Section 2.13(b) to which a Term Lender shall be entitled shall be made without the written consent of each Term Lender and the Required Revolving Lenders.
(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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 Subsidiary 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 Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Gibraltar Industries, Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled reduction in the Total Commitment provided for in Section 4.3(a) to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a Participant as provided in Section 3.4, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender;
(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; or
(EF) amend, modify or waive (which shall include increase the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;Total Commitment; and
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or under any Loan Credit Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral;
(D) amend, modify or waive any provision of this Section 11.1212.11, Section 2.11(c) 10.3, or (e), Section 8.0312.6 hereof, or any other provision of any of the Loan Credit 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 12.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX Section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
(c) To the extent the Required Lenders (or all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, as shall be required by this Section 12.11) waive the provisions of Section 9.2 hereof 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 9.2 hereof, (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 Subsidiary Guaranty or whose stock is pledged pursuant to the Pledge Agreement, such capital stock shall be released from the Pledge Agreement and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by them in order to effectuate the foregoing.
Appears in 1 contract
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless waived, except by a written instrument signed by the Majority Lenders (or the Administrative Agent on behalf of the Majority Lenders with such Majority Lenders’ written consent) and the Borrowers (but only if either Borrower is a party thereto), and, to the extent that its rights or obligations may be affected thereby, the Agent or Agents party thereto. Notwithstanding the foregoing provisions, no such waiver and no such amendment, change, waiver supplement or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
shall (i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder(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), without the prior written consent of such Lender;
, (Bii) extend postpone or delay the scheduled final maturity date of any 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 Maturity Date prior written consent of such Lender, (iii) reduce any fee or extend premium payable to any Lender under any Financing Document or postpone reduce the principal of, or the rate of interest specified in any scheduled expiration or termination date provided for herein that is applicable to a Commitment Financing Document on any Loan of any Lender, without the prior written consent of such Lender;
, (Civ) reduce release, amend or modify all or substantially all of the principal amount Collateral except as shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by either Borrower of any Loan made by of its respective obligations under this Agreement or any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants)Financing Document, without the prior written consent of such each Lender;
, (D) 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; or
(Ev) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent provision requiring pro rata payments to any extension of credit under the Credit Facility set forth in Section 4.2 each Lender without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the prior written consent of each Lender directly affected thereby,
Lender, (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Cvi) amend, modify or waive any provision of this Section 11.129.12 or Section 6.9, Section 2.11(c) 9.1 or (e)9.2, Section 8.03without the prior written consent of each Lender, or any other provision of any Section 6.7, without the prior written consent of the Loan Documents pursuant to which the consent or approval of all Lenderseach affected Lender, 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;
(Dvii) reduce the percentage specified in, in or otherwise modify, amend the definition of Required Lenders; or
Lenders or Majority Lenders or otherwise reduce the number of Lenders required to approve any amendment, supplement, modification, consent or instruction, without the prior written consent of each Lender, (Eviii) consent to the assignment terminate or transfer by the Borrower of release any of its rights and obligations the Equity Support Guaranties, the Sponsor Contingent Balloon Guaranties (as defined in the Undertaking Agreement), the QGSA Undertaking Agreements (as defined in the Undertaking Agreement) or, if applicable, the Parent Balloon Guaranties (as defined in the Undertaking Agreement), without the prior written consent of each Lender or (ix) alter the GIEK Commitment Fee, the Bank Tranche Commitment Fee or any premium payable under this Agreement.
(iii) (x) no change, waiver Agreement to GIEK or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX this Agreement or any other Financing Document may be amended amended, supplemented, modified or waived without the prior consent and/or instructions of GIEK in accordance with the terms of each of the Administrative AgentGIEK Guarantee Polices, if such consent and/or instructions are expressly required under any Financing Document.
(c) Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 9.12(a) and/or (b), as applicable, shall be binding upon the Borrowers and the Secured Parties.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Company (on behalf of itself and on behalf of all Borrowers) and (1) the Required 95 101 Tranche A Lenders, if it affects only the Tranche A Commitments and/or the Tranche A Loans, (2) the Required Tranche B Lenders, if it affects only the Tranche B Commitments and/or the Tranche B Loans, (3) all of the Lenders with Tranche A Commitments (other than a Defaulting Lender), if the consent or by approval of all Lenders with Tranche A Commitments is explicitly required hereunder, (4) all of the Administrative Agent acting at Lenders with Tranche B Commitments (other than a Defaulting Lender), if the written direction consent or approval of all Lenders with Tranche B Commitments is explicitly required hereunder, or (5) in all other cases, the Required Lenders; provided, however, that
(i) PROVIDED that no such change, waiver waiver, discharge or other modification termination shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such each Lender (other than a Defaulting Lender;) affected thereby,
(Ba) extend any interim or postpone the Maturity Date or extend or postpone any scheduled expiration or termination final maturity date provided for herein that is (including any extension of any interim or final maturity date to be effected in accordance with section 4.3 hereof) applicable to a Loan or a Commitment (it being understood that any waiver of the making or application of any Lender, without mandatory prepayment of the written consent Loans shall not constitute an extension of such Lender;final maturity thereof),
(Cb) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon on any Loans (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon or other amounts payable hereunder with respect thereto, without or reduce the written consent of such Lender;principal amount thereof,
(Dc) reduce increase the rate or extend the time Commitment of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent mandatory prepayment of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without Loans shall not constitute a change in the written consent terms of each Lender directly affected therebyany Commitment of any Lender),
(Ad) release the Borrower Company from any of its obligations hereunder as a guarantor or any Loan Document;obligor under section 12 hereof, or otherwise modify such section so as to reduce or limit such obligations,
(Be) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty Collateral, other than in connection with the prepayment or repayment of the Loans of such Borrower, as contemplated by section 13.9 hereof,
(f) release the Permanent Lender or any Supplemental Permanent Lender from its obligations under any Project Take-Out Agreement, or amend, waive or otherwise modify any term or provision of any Project Take-Out Agreement,
(g) change the definition of the term "Change of Control" or "Change of Control Prepayment Event" or any of the provisions of this Agreement, including, without limitation, the definition of Tranche B Activation Date and sections 2.2, 4.2 and 5.2, which involve a Change of Control or a transaction permitted under this Agreement;Change of Control Prepayment Event,
(Ch) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03section 13.13, or section 11.7, 13.1, 13.4, 13.6 or 13.7(b),
(i) amend, modify or waive any other provision of any of the Loan Credit 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;,
(Dj) reduce the percentage specified in, or otherwise modify, the definition definitions of Required Tranche A Lenders; , Required Tranche B Lenders or Required Lenders, or
(Ek) consent to the assignment or transfer by the Company or any applicable Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 11 may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Samples: Master Construction Line of Credit Agreement (Alternative Living Services Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; providedprovided that (x) no such change, howeverwaiver, that
discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 final maturity of any Loan made by or Note, or any Lenderportion thereof, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) thereon or Fees (y) it being understood that any amendment or modification to defined terms used the financial definitions in financial this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants), without Defaults or Events of Default, mandatory repayments or a mandatory reduction in the written consent 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;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party Subsidiary from the Subsidiary Guaranty, exceptexcept in connection with a sale or other disposition of such Subsidiary permitted by this Agreement, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the case of a Subsidiary Guarantor, in accordance with Section 22(bSecurity Documents) all or substantially all of the Subsidiary Guaranty or a transaction permitted under this Agreement;
Collateral, (Civ) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (eother than technical amendments which do not adversely affect the rights of any Lender), or Section 8.0312.06 in a manner that would alter the pro rata sharing of payments required thereby, 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;
(Dv) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; or
Lenders or (Evi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
; and (iiiy) the financial covenants set forth in Sections 8.05, 8.07, 8.08 and 8.13 (xand the defined terms used therein) no change, waiver may be adjusted with the consent of the Borrower and the Lead Agents to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 11 may be amended or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case modified without the consent of such any Lead Agent adversely affected thereby. The obligations of each Swingline Lender and (y) in to make Swingline Loans, the case terms of any waiver, amendment such Swingline Loans and the obligations of the other Lenders to fund Mandatory Borrowings shall not be amended or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require modified without the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, Swingline Lender adversely affected thereby. The terms of Section 2 shall not be amended or modified without the direction or separate authorization consent of the Required Lenders, may approve any change, waiver or other modification that is Letter of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or madeCredit Issuer adversely affected thereby.
(b) No provision If, in connection with any proposed change, waiver, discharge or termination of Article IX may be amended without or to any of the provisions of this Agreement as contemplated by clause (x) of the proviso appearing in the first sentence of Section 12.12(a), the consent of the Administrative AgentRequired 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 with one or more Replacement Lenders pursuant to Section 1.14, so long as (i) at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, and (ii) all non-consenting Lenders whose individual consent is required are treated the same.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderDate, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend principal amount thereof, (ii) increase the time Commitment of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) any condition precedent to any extension Default or of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, a mandatory reduction in the case Total Commitment shall not constitute a change in the terms of a Subsidiary Guarantorany Commitment of any Lender), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.12Section, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; or
Lenders or (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. No provision of Sections 2 or 12, waiver or any other modification provisions relating to the Letter of Credit Issuer or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor Administrative Agent may the principal of any Loan of a Defaulting Lender be reduced, in each case modified without the consent of such Lender and (y) in the case Letter of any waiver, amendment Credit Issuer or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or maderespectively.
(b) No provision If, in connection with any proposed change, waiver, discharge or termination to any of Article IX may be amended without 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 Administrative AgentRequired Lenders is obtained but the -60- 66 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 1.13, 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 Section 13.12(a)(ii).
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, PROVIDED that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of extend any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Loan or a Commitment (it being understood that any waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lendermaking, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-post- default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in any extension Commitment shall not constitute a change in the terms of credit under the Credit Facility set forth in Section 4.2 without the written consent any Commitment of the Required Lenders;
any Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;
, (Biii) release any Credit Party from the Subsidiary Guaranty, exceptexcept in connection with a transaction permitted by section 9.2(d), in (iv) release all or any substantial portion of the case of a Subsidiary GuarantorCollateral, except strictly in accordance with Section 22(b) the provisions of the Subsidiary Guaranty Credit Documents, (v) change the definition of the term "Change of Control" or any of the provisions of section 5.2(d) which are applicable upon a transaction permitted under this Agreement;
Change of Control, (Cvi) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;
, (Dvii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (Eviii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the BorrowerBorrowers, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunderhereunder (other than as provided in Section 2.02(b)), without the written consent of such Lender;
(B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit in which such Lender has an LC Participation beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of each Revolving Lender;
(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; or
(EF) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change in, or waiver or other modification otherwise affecting, the amount or time of payment of any scheduled or mandatory reduction in the Total Revolving Commitment provided for in Section 2.12 to which a Revolving Lender shall be entitled shall be made without the written consent of each Revolving Lender;
(iii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the a Borrower from any of its obligations hereunder or any Loan Document;
(B) release the Company from its Guaranty Obligations under Article X or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c2.14(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the a Borrower of any of its rights and obligations under this Agreement.
(iiiiv) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; providedprovided that (x) no such change, howeverwaiver, that
discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 final maturity of any Loan made by or Note, or any Lenderportion thereof, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) thereon or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) Fees or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) any condition precedent to any extension Default or of credit under a mandatory reduction in the Credit Facility set forth Total Commitment shall not constitute a change in Section 4.2 without the written consent terms of the Required Lenders;
Commitment of any Lender), (ii) no change, waiver release Parent or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower Xxxxxxxx Tobacco from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the case of a Subsidiary Guarantor, in accordance with Section 22(bSecurity Documents) all or substantially all of the Subsidiary Guaranty or a transaction permitted under this Agreement;
Collateral, (Civ) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (eother than technical amendments which do not adversely affect the rights of any Lender), or Section 8.0312.06 in a manner that would alter the pro rata sharing of payments required thereby, 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;
(Dv) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders; or
Lenders or (Evi) consent to the assignment or transfer by the Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement.
; and (iiiy) the financial covenants set forth in Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (xand the defined terms used therein) no change, waiver may be adjusted with the consent of the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 11 may be amended or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case modified without the consent of such Lender and (y) in any Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the case terms of any waiver, amendment or modification requiring such Swingline Loans and the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization obligations of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent Lenders to fund Mandatory Borrowings shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may not be amended or modified without the consent of the Administrative AgentSwingline Lenders adversely affected thereby. The terms of Section 2 shall not be amended or modified without the consent of any Letter of Credit Issuer adversely affected thereby.
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as otherwise expressly provided in this Agreement, any provision of this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived modified or otherwise modified unless such amendment, change, waiver or other modification is supplemented only by an instrument in writing and signed by the BorrowerBorrower and the Majority 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 Required Majority Lenders or by the Administrative Agent acting at with the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Majority Lenders;
; provided that no modification, supplement or waiver shall (ii1) no change, waiver unless by an instrument signed by each Lender directly and adversely affected or other modification or termination shall, without by the written Administrative Agent acting with the consent of each Lender directly and adversely affected thereby,
(Ai) release increase or extend the Borrower from term of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any of its obligations hereunder Loan or any Loan Document;
other fee or other amount hereunder, (Biii) release reduce or forgive the amount of any Credit Party from such payment of principal, interest or fee or other amount, (iv) reduce the Subsidiary Guarantyrate at which interest is payable thereon or any fee or other amount is payable hereunder, except, in (v) alter the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision terms of this Section 11.1212.9, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Evi) consent to the assignment or transfer by the Borrower any Loan Party of any of its their respective rights and obligations under this Agreement.
Agreement or any Credit Document or (iii2) (x) no change, waiver unless by an instrument signed by all Lenders or other modification or termination shall increase or extend by the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring Administrative Agent acting with the consent of all Lenders (i) change Section 4.9 or each affected Lender 4.13 in a manner that by its termswould 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 (ii) modify the definition of the term “Enforcement Required Lenders”, affects “Majority Lenders” or modify in any Defaulting Lender more adversely than other affected Lendersmanner 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, such wavieror of any of the rights or duties of any Agent hereunder, amendment or modification shall require the consent of each such Defaulting Lender; orAgent.
(ivb) the Administrative AgentIf any Lender does not consent to a proposed modification, without the direction supplement or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given that requires the consent of each Lender or made 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 Section Agreement and the Checks to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that such assignment or delegation shall be effective required only if:
(i) the Borrower shall have paid to the Administrative Agent or the Argentine Paying Agent, as applicable, 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 Checks (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 specific instance 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 for the specific purpose for which it was given or madedelegation have not ceased to apply.
(bc) No provision of Article IX may be amended without Without the prior consent of each Lender, neither the Collateral Agent nor the Argentine Collateral Agent shall (except as permitted herein or in the Security Documents) release any portion of the Collateral or otherwise terminate any of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or any portion of the Collateral or alter the relative priorities of the obligations entitled to the benefits of the Liens created pursuant to the Security Documents with respect to any of the Collateral, except that no such consent shall be required, and (upon receipt of written instructions from the Administrative Agent, which may be given without any further action or consent on the part of the Lenders) each of the Collateral Agent and the Argentine Collateral Agent is hereby authorized, to release any Lien covering property that is the subject of a disposition of property permitted hereunder.
Appears in 1 contract
Samples: Bridge Facility Senior Secured Bridge Loan Agreement (Pampa Energy Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived or otherwise modified unless UNLESS such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Borrowers and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) PROVIDED that no changesuch amendment, waiver or other modification shall, without the consent of each Lender (other than a Defaulting Lender) affected thereby,
(Aa) increase extend any interim or final date on or by which any Loan to be made by such Lender may be incurred, or on which any such Loan or Unpaid Drawing is scheduled to be repaid, prepaid or mature, or extend the amount expiration date of any Letter of Credit beyond the Maturity Date, or extend any interim or final date on which any Commitment of any such Lender hereunder, without the written consent of such Lender;
(B) extend is scheduled to expire or postpone the Maturity Date 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 any Loan made by any Lenderterminate, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest Fees thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse the payment of, increase any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) over the amount thereof then in the case of any waivereffect, amendment or modification requiring the consent of release all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization a substantial portion of the Required Lenderscollateral pledged under the Pledge Agreement or the Foreign Subsidiary Pledge Agreement, may approve any change, waiver or other modification that is of release a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.Borrower from its obligations hereunder,
(b) No provision of Article IX may be amended without change the consent definition of the Administrative Agent.term "Change of Control" or any of the provisions of section 4.2 or 5.2 which are applicable upon a Change of Control,
(c) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(b) 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,
Appears in 1 contract
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Finance Document may be amended, changedsupplemented, waived modified or otherwise modified unless waived, except by a written instrument signed by the Required Lenders (taking into account the provisions in Section 2.21 hereof) and each Finance Party party thereto, and, to the extent its rights or obligations may be affected thereby, the Agent or Agents party thereto. Notwithstanding the foregoing provisions, no such waiver and no such amendment, change, waiver supplement or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
shall (i) no changeincrease or extend the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, waiver covenants, Defaults or other modification shall
(A) Events of Default or of a mandatory reduction in the Construction Loan Commitments of all Lenders or the Term Loan Commitments of all Lenders, shall not constitute an increase the amount or extension of any Commitment of any Lender hereunderLender), without the prior written consent of such Lender;
, (Bii) extend postpone or postpone delay any date fixed by this Agreement or any other Finance Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Finance Document, without the Maturity Date prior written consent of such Lender, (iii) reduce the principal of, or extend or postpone the rate of interest (other than the application of Default Interest, which may be waived by the Required Lenders) specified in any scheduled expiration or termination date provided for herein that is applicable to a Commitment Finance Document on, any Loan of any Lender, without the prior written consent of such Lender;
, (Civ) reduce release all or substantially all of the principal amount Collateral except as shall be otherwise provided in any Security Document or other Finance Document or consent to the assignment or transfer by either Borrower of any Loan made by of its respective obligations under this Agreement or any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants)Finance Document, without the prior written consent of such each Lender;
, (D) 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; or
(Ev) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth contained in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall3 hereof, without the prior written consent of each Lender directly affected thereby,
Lender, (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Cvi) amend, modify or waive any provision of this Section 11.1211.10 or Section 11.1 or 11.2 hereof, Section 2.11(c) without the prior written consent of each Lender, or (e), 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;
(Dvii) reduce the percentage specified in, in or otherwise modify, amend the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Lenders without the prior written consent of such Lender and (y) each Lender; provided that no provision of this Agreement or any other Finance Document may be amended, supplemented, modified or waived without the prior written consent of each Secured Swap Counterparty or, in the case of a Required Hedging Agreement provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital, if such amendment, supplement, modification or waiver would alter the ratable treatment of the Obligations owing to any waiver, amendment Secured Swap Counterparty arising under Required Hedging Agreements resulting in such Obligations being junior in right of payment to principal on the Loans or modification requiring the consent would result in such Obligations becoming unsecured (other than releases of Liens affecting all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made otherwise permitted in accordance with the terms hereof) in each case in a a manner adverse to any Secured Swap Counterparty; provided, further, that any reference to “Finance Documents” in this Section 11.10(a) shall be effective only in the specific instance and for the specific purpose for which it was given or madedeemed to exclude any Required Hedging Agreement.
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 11.10(a) hereof shall be amended without binding upon the consent of Borrowers and the Administrative AgentSecured Parties.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the written direction case of the Required Lenders; provided, however, that
following clauses (i) no changeand (vii)), waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(Bi) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by or Note (it being understood that any Lenderwaiver of any prepayment of, or the method of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or Fees, or reduce (yor forgive) the principal amount thereof, or increase the Commitment of any amendment to defined terms used Lender over the amount thereof then in financial effect (it being understood that waivers or modifications of conditions precedent, covenants), without Defaults or Events of Default or of a mandatory reduction in the written consent 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;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 11.12 (eexcept 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 Initial B Term Loans and the Revolving Commitments on the Initial Borrowing Date), 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;
(Diii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders; or
, (Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
, (iiiv) release all or substantially all of the Collateral, (xvi) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein), or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans under a given Facility be applied or distributed on a pro rata basis to the holders of such Loans; provided, further, that no such change, waiver or other modification waiver, discharge or termination shall increase or extend shall, (t) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the Commitment or Loan of any Defaulting Lendersame treatment afforded to the Term Loans and RF Loans pursuant to this Agreement as originally in effect, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of the Majority Lenders of each Facility 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 Facilities, pursuant to Sections 3.02(A)(b) through (g) and Section 2.03(c) or (e), as applicable (it being understood, however, that the Required Lenders may waive, in whole or in part, any such Lender prepayment, repayment or commitment reduction, so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (u) without the consent of the Majority Lenders of the respective Facility 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), (v) without the written consent of the Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or 4.03 with respect to the making of RF Loans, Swingline Loans or the issuance of Letters of Credit, (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 1A or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 11 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 (vi), 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 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 Facilities of Loans (or related Commitments), to replace only the Revolving 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 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Commitment (if such Lender’s consent is required as a result of its Revolving Commitment) and/or repay each Facility of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable Percentage of the Letter of Credit of Outstandings, in accordance with Sections 2.02(b) and/or 3.02(A)(a), 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 waiveraction pursuant to preceding clause (B), amendment 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 modification requiring repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require Lender) pursuant to the consent of each such Defaulting Lender; orsecond proviso to Section 11.12(a).
(ivc) Notwithstanding anything to the Administrative Agentcontrary contained in clause (a) above of this Section 11.12, without the direction or separate authorization of the Required LendersBorrower, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made and each Incremental B Term Lender may, in accordance with the provisions of Section 1.14, enter into an Incremental B Term Commitment Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental B Term Lender of such Incremental B Term Commitment Agreement, such Incremental B Term Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section shall be effective only in the specific instance and for the specific purpose for which it was given or made11.12.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective Credit Parties party thereto and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, howeverprovided that no such change, that
waiver, discharge or termination shall, without the consent of each Lender directly affected thereby, (i) no change, waiver or other modification shall
(A) increase extend the amount final scheduled maturity date of any Commitment Facility or any Note or Pagare, it being understood that any waiver of any Lender hereunderprepayment of, without the written consent or xxx xethod of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment application of any Lenderprepayment to the amortization of, without the written consent of Loans shall not constitute any such Lender;
(C) reduce the principal amount of any Loan made by any Lenderextension, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Commitments shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section SECTION 11.12, Section 2.11(c) or (e), 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;
(Diii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders; or
, (Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
, (iiiv) establish any new obligations for any Lender or (xvi) release all or substantially all of the Collateral; provided that no such change, waiver or other modification waiver, discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lendershall, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve amend any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative AgentSECTION 10.
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan DocumentCredit Document (other than the Security Documents, as set forth below) nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each Borrower and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender directly affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount scheduled final maturity of any Commitment Revolving Loan or Note, or extend the required payment date of a reimbursement obligation in respect of any Lender hereunderLetter of Credit, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend the Commitment Expiration Date, or postpone any scheduled extend the stated expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without Letter of Credit beyond the written consent of such Lender;
(C) reduce date occurring one year after the principal amount of any Loan made by any LenderCommitment Expiration Date, or reduce the rate or extend the time of payment of, of interest on any Revolving Loan or excuse Note (except in connection with the payment of, interest thereon (other than as a result waiver of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) or reduce the rate principal amount of any Revolving Loan or Note or Unpaid Drawing, or reduce the amount or extend the time of payment ofof 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 or excuse Section 1.16, increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) any condition precedent to any extension Default or of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, a mandatory reduction in the case Total Commitment shall not constitute a change in the terms of a Subsidiary Guarantorany Commitment of any Lender), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 12.11 (eexcept 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 Loans and the Commitments on the Effective Date), 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;
(Div) reduce the any percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that (A) the Additional Tranche 1 Commitments, (B) the Additional Tranche 2 Commitments (and the additional Revolving Loans incurred in connection therewith) and (C) with the consent of the Required Lenders; or
, other additional extensions of credit pursuant to this Agreement, in each case, may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans and Commitments are included on the Effective Date), (Ev) release the Parent Borrower from its obligations under the Parent Borrower Guaranty, or (vi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
(iii) (x) ; provided further, that no such change, waiver or other modification waiver, discharge or termination shall increase (i) release all or extend substantially all of the Commitment or Loan Collateral (except as expressly provided in the Credit Documents) from the Liens under all of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Security Documents without the consent of such Lender and each Tranche 1 Lender, (yii) modify the definitions in the case Section 10 of any waiver“Advance Rates”, amendment “Borrowing Base” or modification requiring “Eligible Securities” without the consent of all the Majority Tranche 1 Lenders or each affected Lender that by its terms(iii) reduce any percentage specified in, affects any Defaulting Lender more adversely than other affected Lendersor otherwise modify, such wavier, amendment or modification shall require the definition of Majority Tranche 1 Lenders without the consent of each Tranche 1 Lender (it being understood that the Additional Tranche 1 Commitments and, with the consent of the Majority Tranche 1 Lenders, other additional extensions of credit pursuant to this Agreement, in each case, may be included in the determination of the Majority Tranche 1 Lenders on substantially the same basis as the Tranche 1 Commitments are included on the Effective Date). No Security Document may be changed, waived, discharged or terminated unless each such Defaulting Lender; or
(iv) change, waiver, discharge or termination is in writing signed by each Borrower and the Majority Tranche 1 Lenders. No provision of Section 11 or any other provision in any Credit Document relating to the rights and/or obligations of the Administrative Agent, without the direction Collateral Agent or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX Custodian may be amended without the consent of the Administrative Agent, the Collateral Agent or the Custodian, as the case may be. No provision of Section 2 or any other provision in any Credit Document relating to the rights and/or obligations of the Issuing Agent or the applicable Issuing Lender may be amended without the consent of the Issuing Agent or the applicable Issuing Lender, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, PROVIDED that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; provided, however, thateach Lender (other than a Defaulting Lender) affected thereby,
(ia) no changechange any date upon which a mandatory and automatic reduction in any Commitment of such Lender is scheduled to be made, waiver or other modification shallchange the amount thereof,
(Ab) increase 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,
(d) extend the final scheduled maturity of any Commitment of any Lender hereunder, without the written consent or Loan of such Lender;Lender (it being understood that any waiver of the making of, or the application of, any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof),
(Be) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest thereon Fees on any Loan or Commitment of such Lender (other than as except in connection with a result waiver of (x) waiving the applicability of any post-default increase in interest rates rates),
(f) reduce the principal amount of any Loan of any Lender,
(g) increase such Lender's Commitment over the amount thereof then in effect,
(h) extend the expiration or (y) termination of any amendment to defined terms used in financial covenants), without Letter of Credit beyond the written consent scheduled expiration of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby's Commitment with respect thereto,
(Ai) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;,
(Bj) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, except strictly in accordance with Section 22(b) the provisions of the Subsidiary Guaranty or a transaction permitted under this Agreement;Credit Documents,
(Ck) release all or any substantial portion of the Collateral, except strictly in accordance with the provisions of the Credit Documents,
(l) change the 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,
(m) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;,
(Dn) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(Eo) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) ; and PROVIDED, FURTHER, that no change, waiver or other modification or termination shall increase or extend affecting the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan rights and benefits of a Defaulting Lender and not all Lenders in a like or similar manner, shall be reduced, in each case made without the written consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively. The Administrative Agent and the Collateral Agent will not enter into any amendment, change, waiver, discharge or termination of any of the other Credit Documents, EXCEPT as 121 Exhibit 10.1 specifically provided therein or as authorized as contemplated by a written request or consent of the Required Lenders (or all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, as to any matter which, pursuant to this section 12.12, can only be effectuated with the written consent of all Lenders, or all Lenders (other than any Defaulting Lender), as the case may be).
Appears in 1 contract
Samples: Credit Agreement (Value City Department Stores Inc /Oh)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Banks, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Bank (other than a Defaulting Bank) affected thereby, however, that
(i) no change, extend the Expiry Date (it being understood that any waiver or other modification shall
(A) increase of the amount application of any Commitment prepayment of or the method of application of any Lender hereunderprepayment to the amortization of, without the written consent of Loans shall not constitute any such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lenderextension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, Revolving Commitment of any Fees to which any Lender is entitled hereunder, without Bank over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the terms of any condition precedent to Revolving Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Bank), (ii) no change, waiver release or other modification permit the release of all or termination shall, without substantially all of the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, Collateral except as expressly provided in the case of a Subsidiary GuarantorCredit Documents, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.1212.12, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
Banks or (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) Agreement provided further that no such change, waiver or other modification waiver, discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case Super-Majority Banks change directly or indirectly the definition of any waiver, amendment Permitted Acquisition or modification requiring Super-Majority Banks. No provision of Section 11 may be -91- amended without the consent of all Lenders or each affected Lender that by the Agent and to the extent any such amendment would affect the Co-Agent solely in its termscapacity as such, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Co-Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No no provision of Article IX Section 2 may be amended without the consent of the Administrative AgentLetter of Credit Issuer affected thereby and no provision of Section 1.01(b) or (c) or any other provision applicable to Swingline Loans may be amended without the consent of BTCo.
Appears in 1 contract
Samples: Revolving Credit Agreement (Universal Outdoor Holdings Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any the terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled or mandatory reduction in or termination of the Total Commitment provided for in Sections 3.2 and 3.3 to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase (1) the amount of any Commitment of any Lender hereunder, without the written consent of such Lender, or (2) the Total Commitment, without the consent of all of the Lenders;
(B) extend or postpone the Maturity Date Date, 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;; or
(D) 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; orand
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or any Loan Document;
(B) release under any Credit Party from the Subsidiary GuarantyDocument, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) the express terms of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(CB) amend, modify or waive any provision of this Section 11.1211.11, or Section 2.11(c) 9.3, 10.7, 11.1, 11.4 or (e), Section 8.0311.6, or any other provision of any of the Loan Credit 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;
(DC) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(ED) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver except in accordance with the express terms of this Agreement. Any waiver, consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX X may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Samples: Term Loan Agreement (DPL Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, PROVIDED that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver extend any interim or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination final maturity date provided for herein that is (including any extension of any interim or final maturity date to be effected in accordance with section 4.4 hereof) applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of any Lender, without prepayment of or the written consent method of application of any mandatory prepayment of the Loans shall not constitute an extension of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderfinal maturity thereof), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any extension Commitment of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
any Lender), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;
, (Biii) release any Credit Party from the Subsidiary Guaranty, exceptexcept in connection with a transaction permitted by section 9.2(e), in (iv) release all or substantially all of the case of a Subsidiary GuarantorCollateral, except strictly in accordance with Section 22(bthe provisions of section 8.11(b), (v) change the definition of the Subsidiary Guaranty term "Change of Control" or any of the provisions of section 5.2(e) which are applicable upon a transaction permitted under this Agreement;
Change of Control, (Cvi) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(d) which are applicable to Permitted Acquisitions which would have the effect of depriving such Lender of its rights as contemplated by such definition, (vii) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;
, (Dviii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (Eix) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected thereby, (i) no changeextend the Final Maturity Date, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the A Term Loan Maturity Date or extend or postpone Expiry Date, as the case may be, (it being understood that any scheduled expiration or termination date provided for herein that is applicable to a Commitment waiver of the application of any Lender, without prepayment of or the written consent method of such Lender;
(C) reduce the principal amount application of any Loan made by prepayment to the amortization of, the Loans shall not constitute any Lendersuch extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Lender), (ii) no change, waiver release or other modification permit the release of all or termination shall, without substantially all of the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder Collateral or any Loan Document;
(B) release any Credit Party Guarantor from the Subsidiary Guaranty, except, its Guaranty (in each case except as expressly provided in the case of a Subsidiary GuarantorLoan Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.12Section, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
Lenders or (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) ; provided further, that no such change, waiver or other modification waiver, discharge or termination shall increase shall: (A) reduce the amount or extend the Commitment or Loan payment date for the mandatory prepayments of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case A Term Loans required under Section 4.02 without the consent of such each Lender and (yother than a Defaulting Lender) in which has an A Term Loan then outstanding; (B) reduce the case amount or extend the payment date for the mandatory prepayments of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require B Term Loans required under Section 4.02 without the consent of each such Lender (other than a Defaulting Lender) which has a B Term Loan then outstanding; or
(ivC) reduce the Administrative Agentamount or extend the payment date for the mandatory prepayments of Bridge Loans required under Section 4.02 without the consent of each Lender (other than a Defaulting Lender) which has a Bridge Loan then outstanding; or (D) reduce the amount of, or extend the date for, any mandatory reduction in the Revolving Commitments required under Section 3.03(d), or reduce the amount or extend the payment date for the mandatory prepayments of Revolving Loans required under Section 4.02, without the direction or separate authorization consent of each Lender (other than a Defaulting Lender) which has a Revolving Commitment at such time (or, if after the Required LendersTotal Revolving Commitment has been terminated, each Lender (other than a Defaulting Lender) which has any Revolving Loans then outstanding); and provided further, that the Agent and the Borrower may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to amend this Agreement given or made in accordance with this Section shall be effective only in without the specific instance and consent of any Lender solely for the specific purpose for which it was given or made.
(b) of designating any Person that becomes a Lender as a co-agent hereunder. No provision of Article IX Section 2 or 11 may be amended without the consent of the Administrative Letter of Credit Issuer or the Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (Peebles Inc)
Amendment or Waiver. (a) Neither this Agreement nor Agreement, any other Loan Credit Document, nor any terms hereof or thereof, thereof may be amendedamended or modified except in accordance with the provisions of this Section 12.12. The Required Lenders (or , changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by with the Borrowerwritten consent of the Required Lenders, the Administrative Agent) and each Loan Party party to the relevant Credit Document may, from time to time (i) enter into written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder; provided that with respect to any amendment or supplement that adversely affects the Collateral Agent, the written consent of the Collateral Agent shall be required and with respect to any amendment or supplement that adversely affects the Issuing Lender or Swingline Lender, the written consent of the Issuing Lender or the Swingline Lender, as applicable, shall be required or (ii) waive, on such terms and conditions as the Required Lenders or by the Administrative Agent acting at Agent, as the written direction case may be, may specify in such instrument, any of the Required Lendersrequirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, thatthat no such waiver and no such amendment, supplement or modification shall:
(ia) no changeextend the final scheduled date of maturity of any Loan, reduce the principal, stated rate of any interest or fee payable hereunder (except in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)), or other modification shall
(A) extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Commitment Lender’s Commitment, in each case without the consent of each Lender directly affected thereby;
(b) eliminate or reduce the voting rights of any Lender hereunder, under this Section 12.12 without the written consent of such Lender;
(Bc) extend release all or postpone substantially all of the Maturity Date Subsidiary Guarantors or extend all or postpone substantially all of the Collateral in any scheduled expiration transaction or termination date provided for herein that is applicable to a Commitment series of any Lender, related transactions without the written consent of such each Lender;
(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(Ed) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.Agreement and the other Credit Documents;
(iiie) (x) no changeamend, waiver modify or other modification waive any provision affecting the rights or termination shall increase duties of an Issuing Lender or extend Swingline Lender hereunder without the Commitment written consent of the Issuing Lender or Loan of any Defaulting Swingline Lender, nor may as relevant;
(f) change any provision of this Section or the principal definition of “Required Lenders” or any Loan other provision hereof specifying the number or percentage of a Defaulting Lender be reducedLenders required to amend, in each case waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the written consent of each such Defaulting Lender;
(g) amend, modify or waive any provision of Section 1.11 or Section 12.6 without the written consent of each Lender; or
(ivh) amend, modify or waive any provision of Article 11 or any other provision of any Credit Document that affects the Administrative Agent without the written consent of the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 12.12, without the direction or separate authorization of the Required Lenders(i) any Credit Document, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX any related document may be amended without amended, supplemented or waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (x) to comply with local law or advice of local counsel, (y) to cure ambiguities, omissions, mistakes or defects or (z) to cause such Credit Document or other document to be consistent with this Agreement and the other Credit Documents, (ii) the Administrative Agent may direct the Collateral Agent to (x) release any Subsidiary Guarantor from its Guaranty of the Obligations if, in compliance with this Agreement, such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary or becomes a Foreign Subsidiary, a Project Finance Subsidiary or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law and (y) release the liens on or security interests in any Collateral that is sold, transferred, or otherwise disposed of in accordance with this Agreement and (iii) the Credit Parties hereto hereby direct the Collateral Agent, upon the completion of the FERC Merger, to terminate the Pledge Agreement (FERC) and the Negative Pledge Agreement.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each applicable Credit Party and the Required Lenders Lenders, provided that no such change, waiver, discharge or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, thattermination shall:
(i) no changewaive any Scheduled Repayment, defer any Scheduled Repayment or extend the Final Maturity Date (it being understood that any waiver or other modification shall
(A) increase of the amount application of any Commitment prepayment of, or the method of application of any Lender hereunderprepayment to the amortization of, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to Loans shall not constitute a Commitment waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of Scheduled Repayment or any Loan made by any Lendersuch extension), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or Fees payable hereunder, or forgive or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (y) it being understood that a waiver of any amendment to defined Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms used in financial covenantsof any Commitment of any Lender), without the written consent of such each Lender (other than a Defaulting Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lendersdirectly affected thereby;
(ii) no change, waiver release all or other modification substantially all of the Collateral or termination shall, release all or substantially all of the Subsidiary Guarantors from their respective Guaranties (in each case except as expressly provided in the Credit Documents) without the written consent of each Lender (other than a Defaulting Lender) directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03, or any other provision of any of the Loan Documents pursuant to which 12.12 without the consent or approval of all Lenders, or each Lender (other than a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly requiredDefaulting Lender) directly affected thereby;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; orLenders without the consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(Ev) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Agreement without the consent of each Lender (other than a Defaulting Lender) directly affected thereby;
(vi) alter any allocation of mandatory prepayments under Section 4.2 among the Term Loans or the Revolving Facility without the consent of a majority in interest of the Lenders of the Term Loans or the Revolving Facility, as the case may be, adversely affected thereby (provided that, with the written consent of the Required Lenders, mandatory prepayments under Section 4.2 may be reduced or eliminated); or
(vii) amend, modify or waive any provision of Section 2 or Section 11 without the consent of the Letter of Credit Issuer or the Administrative Agent, respectively. Any such Lender waiver and (y) in any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, amendment or modification requiring the consent of all Credit Parties, the Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) and the Administrative AgentAgent shall be restored to their former position and rights hereunder and under the other Loan Documents, without and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the direction foregoing, this Agreement, including this Section 12.12, may be amended (or separate authorization amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement (including the rights of the lenders under additional term facilities to share ratably with the Term Facilities in prepayments pursuant to Sections 4.1 and 4.2) and the other Credit Documents with the Term Loans and Total Revolving Extensions of Credit 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. In addition, notwithstanding the foregoing, this Agreement may approve any changebe amended with the written consent of the Arrangers, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, the Borrowers and any such change, waiver the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing or modification approved by of all outstanding Term Loans or of all Tranche B Term Loans or of all Tranche C Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the Administrative Agent aggregate principal amount of such Replacement Term Loans shall be binding on not exceed the Lenders. 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 was given or made.
aggregate principal amount of such Refinanced Term Loans, (b) No provision 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 Article IX may such Replacement Term Loans shall not be amended without shorter than the consent weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing 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 Administrative AgentTerm Loans in effect immediately prior to such refinancing. Except as otherwise set forth in this Agreement, no Fuel Hedge Provider, Cash Management Bank or counterparty to a Specified Hedge Agreement shall, in such capacity, have any of the rights of a Lender under this Agreement or under any other Credit Document.
Appears in 1 contract
Amendment or Waiver. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Loan Document, nor and no consent to any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed departure by the Borrower, the Administrative Agent and shall be effective unless in writing signed by the Required Lenders or by and the Administrative Agent acting at the written direction of the Required Lenders; providedBorrower, however, that
(i) no change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 given; provided, however, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the commitment of any Lender (or reinstate any commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose commitment is being extended or increased (it was given being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or made.of any Default or a mandatory reduction in commitments is not considered an extension or increase in commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to any Lender or any scheduled reduction of the commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose commitments are to be reduced;
(iii) reduce the principal of, or the rate of interest specified herein on, the Notes, or (subject to clause (i) of the final proviso to this Section 10.15) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) alter the pro rata sharing of payments required hereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 10.15(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(vi) release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; provided that the mechanics for sharing of the Collateral with the providers of Indebtedness that is permitted under Section 8.03 on a pari passu or subordinated basis, including the entering into of an intercreditor agreement, may be done by the Agent acting on behalf of the Lenders without a vote thereof, and such sharing shall not constitute a release of Collateral hereunder;
(vii) release the Borrower or, except in connection with a transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby; or
(b) No provision of Article IX may be amended without unless also signed by Lenders holding in the consent aggregate at least a majority of the Administrative Outstanding Amount of the Notes, no such amendment, waiver or consent shall (i) amend, change, waive, discharge or terminate Section 4.03(g) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 4.03 or (ii) amend, change, waive, discharge or terminate this Section 10.15(c); and
(c) unless also signed by the Agent, no amendment, waiver or consent shall affect the rights or duties of the Agent under this Agreement or any other Loan Document; provided, however, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Notes, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Each holder of a Note, at the time or times thereafter outstanding, shall be bound by any consent authorized by this Section 10.15, whether or not the Note shall have been marked to indicate such consent.
Appears in 1 contract
Samples: Credit Agreement (DelStaff, LLC)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunderhereunder (other than as provided in Section 2.19), without the written consent of such LenderLender or increase the Total Revolving Commitment without the consent of all the Revolving Lenders;
(B) (i) extend or postpone the Revolving Facility Termination Date (other than as provided in Section 2.16) without the written consent of each Revolving Lender, (ii) extend or postpone the Term Loan Maturity Date without the written consent of each Term Loan Lender, (iii) extend or postpone the expiration date of any Letter of Credit beyond the latest expiration date for a Letter of Credit provided for herein without the written consent of the LC Issuer and each Revolving Lender which is an LC Participant in such Letter of Credit, or (iv) extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any LenderLender (other than as provided in Section 2.16), without the written consent of such Lender;
(C) extend the date for any scheduled principal payment or mandatory prepayment of any Loan made by any Lender or reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such Lender;; LEGAL02/37021070v10 -112-
(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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees or other amounts payable hereunder (including, without limitation, amounts under Section 11.02) or under any other Loan Document to which any Lender is entitled hereunder, without the written consent of such Lender; or;
(EF) while any Term Loans or Term Loan Commitments remain outstanding (A) amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (which shall include B) change the waiver amount of any existing Default the Swing Line Commitment or Event of Default(C) any condition precedent to any extension of credit under change the Credit Facility set forth LC Commitment Amount, in Section 4.2 each case, without the prior written consent of the Required Revolving Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary GuarantyGuaranty to which it is a party, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of any collateral securing the Obligations, except in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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 requiredrequired or amend, modify or waive any provision of this Agreement requiring pro rata treatment of Lenders;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made. LEGAL02/37021070v10 -113-
(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.
(bc) No provision of Article IX may be amended without the consent of the Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 property or assets, or any property are assets are sold, transferred or disposed of as permitted by Section 7.02, and such property or assets includes all of the capital stock of a Subsidiary that is a party to a Guaranty such Subsidiary shall be released from such Guaranty; and 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 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, ------------------- Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective Credit Parties party thereto and the Required Lenders Banks; provided that no such -------- change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of each Bank (with Obligations of the Required Lenders; provided, however, that
respective types being directly affected thereby): (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by or Note or extend the stated maturity of any LenderLetter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of, of interest or excuse the payment of, interest Fees thereon (other than as except in connection with a result waiver of (x) waiving the applicability of any post-post- default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) or 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 Lenderprincipal amount thereof; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver release all or other modification or termination shall, without substantially all of the written consent of each Lender directly affected thereby,
Collateral (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, except as expressly provided in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
respective Credit Documents); (Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 15.10; (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, the definition of Required LendersBanks; or
(Ev) reduce or limit the Obligations of any Guarantor owing to any of the Agents, the Issuing Bank or any of the Banks or release any Guarantor (provided that at such time as any Subsidiary Guarantor is sold in accordance with the terms of this Agreement, such Guarantor shall be automatically released from any and all obligations under the Subsidiary Guaranty); or (vi) consent to the assignment or to transfer by the Parent or the Borrower or any other Credit Party of any of its their rights and obligations under this Agreement.
(iii) ; provided further that no such change, waiver, -------- ------- discharge or termination shall: (x) no changeincrease the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, waiver covenants, Defaults or other modification Events of Default or termination of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase or extend of the Commitment or Loan of any Defaulting LenderBank, nor may and that an increase in the principal available portion of any Loan Commitment of a Defaulting Lender be reduced, any Bank shall not constitute an increase in each case the Commitment of such Bank) without the consent of such Lender and Bank; or (y) in the case of any waiver, amendment or modification requiring without the consent of all Lenders the Issuing Bank, amend, modify or each affected Lender that by waive any provision of Section 3 or alter its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment rights or modification shall require obligations with respect to Letters of Credit; or (z) without the consent of each such Defaulting Lender; or
(iv) the Administrative applicable Agent, without amend, modify or waive any provision of Section 12 or any other provision relating to the direction rights or separate authorization obligations of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative such Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision If, in connection with any proposed change, waiver, discharge or termination to any of Article IX the provisions of this Agreement as contemplated by clause (i) through (vi) of the first proviso to Section 15.10(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 such non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 2.13 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 clauses (x) and (y) of the second proviso to Section 15.10(a).
(c) Notwithstanding anything to the contrary contained above in this Section 15.10, the Collateral Agent may be amended enter into security documents to satisfy the requirements of Section 9.17 without the consent of the Administrative AgentRequired Banks.
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 and Security Agreement, which is hereby incorporated by reference mutatis mutandis. If there is any conflict between this Agreement and the Indenture and Security Agreement or any other Loan Credit Document, nor this Agreement, the Indenture and Security Agreement and such other Credit Document 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 and Security Agreement shall prevail and control and in any other case this Agreement shall prevail and control.
(b) Upon the execution of any supplemental indenture under Article VIII of the Indenture and Security Agreement, 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 and Security Agreement without the consent of any Lenders or Holders of Debt, terms hereof or thereof, of this Agreement that are not related to provisions of the Indenture and Security Agreement and that are terms uniquely affecting the Lenders may not be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Loan Agent and the Required Lenders or by the Administrative Agent acting at the written direction a Majority of the Required Lenders; provided, however, that
(i) that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (other modification shall
than a Defaulting Lender) (with Loans being directly affected thereby in the case of the following clause (A)), (A) increase extend any time fixed for the amount payment of any Commitment principal of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderLoans, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)fees thereon, without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or extend change the time currency of payment ofthereof or change any Lender’s Commitment, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from all or substantially all of the Subsidiary GuarantyAssets (in each case, except, except as expressly provided in the case of a Subsidiary GuarantorCredit Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of Section 8.6 (Payments Pro Rata) or subclause (a) of this Section 11.12, Section 2.11(c) 8.12 (Amendment or (eWaiver), 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;
(D) reduce the percentage specified in, or otherwise modify, in the definition of Required Majority (it being understood that, with the consent of a Majority of the Lenders; or
, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Lenders on substantially the same basis as the extensions of Commitments are included on the Loan 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 (Successor Substituted)), (D) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1 (Repayments and Prepayments) or (E) amend, modify or waive any provision of Section 8.21 (No Petition); provided, 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 Loan Agent amend, modify or waive any provision of Article VII (The Collateral 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 Loan Agent, the Collateral Trustee and all future holders of the Loans and the Lender Notes (or Holders 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 Security Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in In the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its termsBorrower, affects any Defaulting Lender more adversely than other affected 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 wavierwaiver shall extend to any subsequent or other Default or Event of Default, amendment or modification impair any right consequent thereon. In executing or accepting any change, waiver, discharge or termination of this Agreement permitted by this Section 8.12 (Amendment or Waiver), the Loan Agent and Collateral Trustee shall require be entitled to receive, and (subject to Section 7.3 (Nature of Duties) and 7.5 (Certain Rights of the consent Loan Agent) herein and the Indenture and Security Agreement) shall be fully protected in relying upon, an Opinion of each Counsel stating that the execution of such Defaulting Lender; orchange, 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.
(iv) Notwithstanding anything herein to the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, contrary and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of any other party hereto, Section 3.7 (Conversion) of this Agreement may be irrevocably revoked on any Business Day at the Administrative Agentdirection of 100% of the Lenders; provided that no Class of Notes or Preferred Shares shall have the right to object or be required to consent to the removal of Section 3.7 (Conversion) and any amendment removing Section 3.7 (Conversion) shall be deemed to not be related to the Indenture and Security Agreement and to uniquely affect the Lenders and shall not be subject to Article VIII of the Indenture and Security Agreement; provided further that upon the removal of Section 3.7 (Conversion), any provision of the Indenture and Security Agreement related to Section 3.7 (Conversion), including, without limitation, Section 2.6(o) of the Indenture and Security Agreement, shall be deemed amended in connection with such amendment of this Agreement and have no further force or effect for the purposes of this Agreement or the Indenture and Security Agreement; provided further, that any Class A-1L Loans converted to Class A-1A Notes on or after the Loan Date which are outstanding on such Business Day shall remain Class A-1A Notes.
(d) Prior to the effectiveness of any amendment to this Agreement pursuant to clause (c) above, the S&P Rating Condition shall be satisfied with respect to the execution of such amendment.
Appears in 1 contract
Amendment or Waiver. (a) Neither Except as provided in Section 2.19 with respect to any Incremental Amendment, Section 2.20 with respect to any Refinancing Amendment or Section 7.14 with respect to a change in the fiscal year of the Borrower, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunderhereunder (other than as provided in Section 2.19), without the written consent of such LenderLender or increase the Total Revolving Commitment without the consent of all the Revolving Lenders;
(B) (i) extend or postpone the Revolving Facility Termination Date (other than as provided in Section 2.16(a)) without the written consent of each Revolving Lender, (ii) extend or postpone the Term Loan Maturity Date (other than as provided in Section 2.16(b)) without the written consent of each Term Loan Lender, (iii) extend or postpone the expiration date of any Letter of Credit beyond the latest expiration date for a Letter of Credit provided for herein without the written consent of the LC Issuer and each Revolving Lender which is an LC Participant in such Letter of Credit, or (iv) extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any LenderLender (other than as provided in Section 2.16), without the written consent of such Lender;
(C) extend the date for any scheduled principal payment or mandatory prepayment of any Loan made by any Lender or reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to 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 result of waiving the applicability of any post-default increase in interest rates or to amend the definition of “Default Rate”), without the written consent of such Lender; or
(E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees or other amounts payable hereunder (including, without limitation, amounts under Section 11.02) or under any other Loan Document to which any Lender is entitled hereunderhereunder (other than as a result of waiving the applicability of any post-default increase in interest rates or to amend the definition of “Default Rate”), without the written consent of such Lender; or;
(EF) while any Term Loans or Term Loan Commitments remain outstanding (A) amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (which shall include B) change the waiver amount of the Swing Line Commitment, (C) change the LC Commitment Amount or (D) amend, modify or waive Section 7.07 (or any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth Default thereunder), in Section 4.2 each case, without the prior written consent of the Required Revolving Lenders;, and in the case of clause (D) of this paragraph, written consent of the Required Lenders shall not be required
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary GuarantyGuaranty to which it is a party, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of any collateral securing the Obligations, except in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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 requiredrequired or amend, modify or waive any provision of this Agreement requiring pro rata treatment of Lenders;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders; or;
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivG) prior to the Administrative Agentoccurrence of an Event of Default under Section 8.01(h), without (x) subordinate, or have the direction or separate authorization effect of subordinating the Required Lenders, may approve Obligations under the Loan Documents to any change, waiver other Indebtedness or other modification that is obligation or (y) subordinated, or have the effect of a routinesubordinating, administrative, ministerial the Liens securing the Obligations under the Loan Documents to Liens securing any other Indebtedness or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lendersother obligation. 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 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 Administrative AgentAgent and no provision of Section 2.04 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 property or assets, or any property are assets are sold, transferred or disposed of as permitted by Section 7.02, and such property or assets includes all of the capital stock of a Subsidiary that is a party to a Guaranty such Subsidiary shall be released from such Guaranty; and the Administrative Agent shall be authorized to take actions deemed appropriate by it to effectuate the foregoing.
(e) Notwithstanding anything in this Section 11.12 to the contrary, any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower, the Administrative Agent and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.12 if such Class of Lenders were the only Class of Lenders hereunder at the time.
(f) 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 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each Borrower and the Required Lenders Banks; provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Bank (other than a Defaulting Bank) affected thereby, however, that
(i) no changeextend any Scheduled A Commitment Reduction Date, waiver any Scheduled B Commitment Reduction Date, any Scheduled TL Repayment Date, any Scheduled BTL Repayment Date or other modification shall
(A) increase reduce the amount of any Scheduled A Commitment Reduction, any Scheduled B Commitment Reduction, any Scheduled TL Repayment or Scheduled BTL Repayment (or any mandatory repayment arising as a result of any Lender hereunder, without the written consent of such Lender;
(BScheduled A Commitment Reduction or any such Scheduled B Commitment Reduction) extend or postpone the Maturity Date or extend or postpone any the final 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 maturity of any Loan made by (it being understood that any Lenderwaiver 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, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, Commitments of any Fees to which any Lender is entitled hereunder, without Bank over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
Bank), (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower Company from any the Company Guaranty or release all or substantially all of its obligations hereunder or any Loan Document;
(B) release any Credit Party the Subsidiary Guarantors from the Subsidiary Guaranty, except, Guaranty (in each case except as expressly provided in the case of a Subsidiary GuarantorCredit Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section, or Section 11.121.10, Section 2.11(c) 1.11, 2.06, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or (e12.07(b), 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;
(Div) reduce the percentage specified in, or otherwise modify, the definition of of, Required Lenders; or
Banks, (Ev) increase the Maximum Canadian Dollar Amount or (vi) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver Agreement or any other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made Credit Document except in accordance with this Section shall be effective only in the specific instance and for the specific purpose for which it was given terms hereof or made.
(b) thereof. No provision of Article IX Section 2 or 11 may be amended without the consent of the Administrative Agent.Letter of Credit Issuer or the Administrative
Appears in 1 contract
Samples: Credit Agreement (Tsecrp Inc)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, Co-Borrowers (or the Administrative Agent Treasury Manager on behalf of all Co-Borrowers) and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; provided, however, thateach Lender (other than a Defaulting Lender) directly affected thereby,
(i) no change, waiver or other modification shall
(A) increase the amount of extend any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is (including any extension of any maturity date to be effected in accordance with section 4.4 hereof) applicable to a Loan or a Commitment under a Facility (it being understood that any waiver of the making of, or application of, any Lender, without mandatory prepayment of the written consent Loans shall not constitute an extension of such Lenderthe maturity thereof);
(Cii) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants), without the written consent of such LenderFees thereon;
(Diii) reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse the payment of, increase any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of DefaultDefault or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any component thereof) shall not constitute a change in the terms of any condition precedent to Commitment of any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required LendersLender);
(iiiv) no changerelease any Co-Borrower from its obligations as a Co-Borrower hereunder, waiver or other modification or termination shall, without except with the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documentall Lenders in accordance with section 8.13;
(Bv) release any Credit Party from the Subsidiary Guaranty, except, except in the case of a Subsidiary Guarantor, in accordance connection with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreementby section 9.2(e);
(Cvi) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), Section 8.03, release all or any other provision substantial portion of any collateral which may have been provided by any Credit Party to the Administrative Agent as security for the Obligations, except as expressly provided in the Credit Documents;
(vii) change the definition of the term "Change of Control" or any of the Loan Documents pursuant to provisions of section 5.2(d) which the consent or approval are applicable upon a Change 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 requiredControl;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Cedar Fair L P)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders Lenders, PROVIDED that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) affected thereby, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination final maturity date provided for herein that is applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of any Lenderprepayment of or the method of application of any amortization payment or other prepayment to, without the written consent amortization of, the Loans shall not constitute an extension of such Lender;
(C) reduce the principal amount of any Loan made by any Lenderfinal maturity thereof), or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any extension Commitment of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
any Lender), (ii) no change, waiver release all or other modification or termination shall, without substantially all of the written consent of Collateral (in each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, case except as expressly provided in the case of a Subsidiary GuarantorLoan Documents), in accordance with Section 22(b(iii) change the definition of the Subsidiary Guaranty or a transaction permitted under this Agreement;
term "Change of Control", (Civ) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), 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;
(Dv) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (Evi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 2 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (First Union Real Estate Equity & Mortgage Investments)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, Borrower and the Administrative Agent Agent, and the Required Lenders also signed (or by the Administrative Agent acting at the written direction of consented to in writing by) the Required Lenders; provided, however, provided that
(i) no change in, or waiver or other modification otherwise affecting, the amount or time of any scheduled reduction in the Total Commitment provided for in Section 4.3(a) to which a Lender shall be entitled, shall be made without the written consent of each Lender;
(ii) no change, waiver or other modification shall:
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is a Participant pursuant to Section 3.4 beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenantsrates), without the written consent of such Lender;
(D) reduce the amount of any Unpaid Drawing as to which any Lender is a Participant as provided in Section 3.4, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender;
(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; or
(EF) amend, modify or waive (which shall include increase the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 Total Commitment without the written consent of the Required Lenders;each Lender; and
(iiiii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly (other than a Defaulting Lender) affected thereby,
(A) release the Borrower from any obligations as a guarantor of its Subsidiaries’ obligations hereunder or under any Loan Credit Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, except in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of the Collateral;
(D) amend, modify or waive any provision of this Section 11.1212.11, Section 2.11(c) 10.3, or (e), Section 8.0312.6 hereof, or any other provision of any of the Loan Credit 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change. Any waiver, waiver consent, amendment or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 12.11 shall be effective only in the specific instance and for the specific purpose for which it was given or made.
(b) No provision of Article IX Section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
(c) To the extent the Required Lenders (or all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, as shall be required by this Section 12.11) waive the provisions of Section 9.2 hereof 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 9.2 hereof, (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 Subsidiary Guaranty or whose stock is pledged pursuant to the Pledge Agreement, such capital stock shall be released from the Pledge Agreement and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by them in order to effectuate the foregoing.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective Loan Parties party thereto and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, howeverthat no such amendment, that
change, waiver, discharge or termination shall, without the consent of each Lender: (i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by any Lenderor Note beyond the Maturity Date, or reduce the rate or extend the time of payment ofof interest thereon, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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 Lenderprincipal amount thereof; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 10.12; (e), 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;
(Diii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date); or
(Eiv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
; or (iiiv) (xamend or waive the provisions of Section 6.17 or 9 or the first parenthetical appearing in the last paragraph of Section 7; provided further, that the provisions of Section 6.03 may not be amended, changed or waived in connection with a proposed purchase of Warrants by the Borrower from Paribas, any Exeter Entity or any of their respective Affiliates, as the case may be, pursuant to Section 14(d) no change, waiver or other modification or termination shall increase or extend of the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Warrant Agreement without the consent of such Lender Paribas and each Exeter Entity. The Borrower and the Lenders hereby agree for the benefit of the holders of Senior Indebtedness 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 (x) with respect to Section 2.02 or 9 or (y) with respect to any other provisions, if the same would be adverse in any material respect to the case holders of Senior Indebtedness (or any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agentthem), without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the prior consent of the Administrative AgentBank under the Credit Agreement.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Consolidated Delivery & Logistics Inc)
Amendment or Waiver. (a) Neither this This Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changedand the Borrower may take any action herein prohibited, waived or otherwise modified unless omit to perform any act herein required to be performed by them, if the Borrower shall obtain the prior written consent of the Required Lenders to such amendment, change, waiver action or other modification is in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lendersomission to act; provided, however, that
, without the prior written consent of all of the Lenders, no such agreement shall (i) no changedecrease or forgive the Principal amount of, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderNote, or reduce decrease the rate of interest or extend premium on the time of payment ofNote, or excuse the payment of, interest thereon (any fees or other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender is entitled amounts payable hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no changeeffect any waiver, waiver amendment or modification that by its terms changes the amount, allocation, payment or pro rata sharing of payment on or among the Notes, or any date fixed by this Agreement or any other modification Loan Document for any payment of Principal, interest or termination shallpremium, without (iii) amend the written consent provisions of each Lender directly affected thereby,
this Section 10.15, the definition of the term "Required Lenders" or of the term "Note", (Aiv) release all or substantially all of the Borrower Guarantors from any of its their guaranty obligations hereunder or any under the applicable Loan Document;
(B) release any Credit Party from the Subsidiary GuarantyDocuments, except, except in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Borrower, to the extent such Person ceases to be a Subsidiary Guaranty or as a result of a transaction permitted hereunder, (v) release the Borrower from its obligations under this Agreement;
the Loan Documents, or (Cvi) amendrelease all or substantially all of the Collateral, modify except to the extent such Collateral is sold or waive to be sold as part of or in connection with any provision sale permitted hereunder or under any other Loan Document, in which case such release may be made by the Collateral Agent acting alone as provided in Article XI, provided that the mechanics for sharing of the Collateral with the providers of Indebtedness that is permitted under Section 8.05 on a pari passu or subordinated basis, including the entering into of an intercreditor agreement, may be done by the Collateral Agent acting on behalf of the Lenders without a vote thereof, and such sharing shall not constitute a release of Collateral hereunder. Each holder of a Note, at the time or times thereafter outstanding, shall be bound by any consent authorized by this Section 11.1210.15, Section 2.11(c) whether or (e), Section 8.03, or any other provision of any of not the Loan Documents pursuant Note shall have been marked 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 indicate such provision explicitly required;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreementconsent.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither No provision of this Agreement nor or any other Loan Document, nor any terms hereof or thereof, Financing Document may be amended, changedsupplemented, waived modified or otherwise modified unless such amendmentwaived, change, waiver or other modification is in writing and except by a written instrument signed by each of the BorrowerRequired Waiver Lenders and the Borrower and each of LLC and NEG, Inc., to the extent that it is a party thereto, and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing provisions, no such waiver and the Required Lenders no such amendment, supplement or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
modification shall (i) no change, waiver increase or other modification shall
(A) increase extend the amount of any New Tranche B Commitment of any Lender hereunder(it being understood that waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute an increase or extension of any New Tranche B Commitment of any Lender), without the prior written consent of such Lender;
, (Bii) extend postpone or postpone 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 waivers or modifications after the Maturity Closing Date of covenants, Defaults or extend Events of Default shall not constitute a postponement or postpone delay in any scheduled expiration date fixed by this Agreement or termination date provided any other Financing Document for herein that is applicable any payment of principal, interest, fees or other amounts due to a Commitment any Lender hereunder or under any other Financing Document), without the prior written consent of such Lender, (iii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Lender or reduce the amount of fees payable to any Lender, without the prior written consent of such Lender;
, (Civ) reduce the principal amount of release all or any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent substantial part of the Required Lenders;
(ii) no change, waiver Collateral except as shall be otherwise provided in any Security Document or other modification Financing Document or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or
(E) consent to the assignment or transfer by the Borrower of any of its rights and respective obligations under this Agreement.
(iii) (x) no changeAgreement or any other Financing Document, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the prior written consent of each such Defaulting Lender; or
, (ivv) amend, modify or waive any provision of Section 3.7, without the prior written consent of each Lender affected thereby, (vi) amend, modify or waive any provision of Section 7.1, 7.3, 7.4 or 7.5, without the prior written consent of the Supermajority Lenders, (vii) amend, modify or waive any provision of this Section 9.10 or Section 9.1 or 9.2, without the prior written consent of each Lender, (viii) reduce the percentage specified in or otherwise amend the definition of Required Waiver Lenders or Supermajority Lenders, without the prior written consent of each Lender, (ix) amend, modify or waive any provision of Section 10, without the prior written consent of the Administrative Agent, or (x) amend, modify or waive any provision of Section 11, without the direction or separate authorization prior written consent of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Collateral Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX may Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 9.10(a) shall be amended without binding upon the consent of Borrower, the Administrative Agent, the Lenders and their successors and assigns.
Appears in 1 contract
Samples: Credit Agreement (Pg&e Corp)
Amendment or Waiver. (a) Neither Except as set forth in clause (c) below, this Agreement nor any may not be amended or waived other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is than in writing and signed by the Borrower, the Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction accordance with Article VIII of the Required LendersIndenture, which is hereby incorporated by reference mutatis mutandis.
(b) 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; provided, however, thatand every Lender theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.
(i) no Other than any amendment or modification that could be effected under Article VIII of the Indenture without the consent of the Lenders, terms 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 waiver, discharge or other modification termination is in writing signed by the Borrowers, the Agents and a Majority of the Lenders and is consented to by the Collateral Manager; provided that, no such change, waiver, discharge or termination shall
, without the consent of each Lender (with Loans being directly affected thereby in the case of the following clause (A)), (A) increase extend any time fixed for the amount payment of any Commitment principal of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any LenderLoans, or reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)fees thereon, without the written consent of such Lender;
(D) or reduce the rate principal amount thereof, or extend change the time currency of payment ofthereof or change any Lender’s Commitment, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from all or substantially all of the Subsidiary GuarantyAssets (in each case, except, except as expressly provided in the case of a Subsidiary GuarantorCredit Documents), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) amend, modify or waive any provision of Section 8.6 or subclause (a) of this Section 11.128.12, Section 2.11(c) or (e), 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;
(D) reduce the percentage specified in, or otherwise modify, in the definition of Required Majority (it being understood that, with the consent of a Majority of the Lenders; or
, additional extensions of credit pursuant to this Agreement may be included in the determination of a Majority of the Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (E) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
Agreement (iiiexcept as permitted by Section 5.10), (D) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1 or (xE) amend, modify or waive any provision of Section 8.20; provided, further that, no such change, waiver or other modification waiver, discharge or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may Lender over the principal of any Loan of a Defaulting Lender be reduced, amount thereof then in each case 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 (yor 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, amendment or modification requiring the consent of all Lenders or each affected Lender that by its termsBorrower, affects any Defaulting Lender more adversely than other affected 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 wavierwaiver shall extend to any subsequent or other Default or Event of Default, amendment or modification 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 require be entitled to receive, and (subject to Section 7.2 and 7.4 herein and the consent Indenture) shall be fully protected in relying upon, an Opinion of each Counsel stating that the execution of such Defaulting Lenderchange, 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; orand
(iv) Notwithstanding anything herein to the Administrative Agentcontrary, 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 the direction or separate authorization limitation, Section 2.5(b) of the Required LendersIndenture, may approve shall have no further force or effect for the purposes of this Agreement.
(d) Prior to the effectiveness of any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. Any waiver or consent with respect amendment to this Agreement given or made in accordance with this Section pursuant to clause (c) above, S&P shall be effective only in the specific instance and for the specific purpose for which it was given or madewritten notice thereof.
(b) No provision of Article IX may be amended without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower, the Administrative Agent Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) no change, waiver or other modification shall:
(A) except as expressly permitted in accordance with Section 2.11(d), increase the amount of any Commitment of any Lender hereunder, hereunder without the written consent of such LenderLender or increase the Total Revolving Commitment without the consent of all the Lenders;
(B) extend or postpone the Maturity Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to or modification of defined terms used in financial covenants), without the written consent of such Lender;
(D) reduce the amount of any Unpaid 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 result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or
(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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;and
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected thereby,
(A) release the Borrower from any of its obligations hereunder or any Loan Documenthereunder;
(B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary Guarantor, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(C) release all or any substantial portion of any collateral securing the Obligations, if any, except in connection with a transaction permitted under this Agreement;
(D) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or (e), 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;
(DE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or;
(EF) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(ivG) amend, modify or waive any provision of this Agreement relating to the Administrative Agent, without the direction or separate authorization pro rata treatment of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Section 2.04 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 Administrative AgentAgent and no provision of Section 2.03 may be amended without the consent of the Swing Line Lender.
(d) To the extent the Required Lenders (or all of the Lenders, 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 property or assets, or any property are assets are sold, transferred or disposed of as permitted by Section 7.02, and such property or assets includes all of the capital stock of a Subsidiary that is a party to the Subsidiary Guaranty such Subsidiary shall be released from the Subsidiary Guaranty; and the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to effectuate the foregoing.
Appears in 1 contract
Amendment or Waiver. (a) Neither this Agreement nor any other Loan DocumentCredit Document (other than the Security Documents, as set forth below) nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent each Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) provided that no such change, waiver or other modification shall
(A) increase the amount of any Commitment of any Lender hereunderwaiver, without the written consent of such Lender;
(B) extend or postpone the Maturity Date 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 any Loan made by any Lender, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) any amendment to defined terms used in financial covenants), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver or other modification discharge or termination shall, without the written consent of each Lender directly affected thereby,
, (Ai) release extend the Borrower from required payment date of a reimbursement obligation in respect of any Letter of its obligations hereunder Credit, or extend the Commitment Expiration Date, or extend the stated expiration date of any Loan Document;
Letter of Credit beyond the date occurring one year after the Commitment Expiration Date, or reduce the principal amount of any Unpaid Drawing, or reduce the amount or extend the time of payment of any Fee (Bit being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) release any Credit Party from the Subsidiary Guaranty, except, shall not constitute a reduction in the case rate of interest or reduction in the amount of Fees for purposes of this clause (i)), (ii) except as set forth in Section 1.14, increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a Subsidiary Guarantormandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.12, Section 2.11(c) or 11.11 (eexcept for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), 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;
(Div) reduce the any percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that (A) the Additional Commitments and (B) with the consent of the Required Lenders; or
, other additional extensions of credit pursuant to this Agreement, in each case, may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Effective Date), (Ev) release the Parent Borrower from its obligations under the Parent Borrower Guaranty, or (vi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement.
Agreement (iii) (x) except pursuant to a transaction expressly permitted under Section 7.02(a)(i)); provided further, that no such change, waiver or other modification waiver, discharge or termination shall increase release all or extend substantially all of the Commitment or Loan Collateral (except as expressly provided in the Credit Documents) from the Liens under all of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case Security Documents without the consent of each Lender. No Security Document may be changed, waived, discharged or terminated unless each such Lender and (y) in the case of any change, waiver, amendment discharge or modification requiring termination is in writing signed by each Borrower and the consent Required Lenders. No provision of all Lenders Section 10 or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require provision in any Credit Document relating to the consent rights and/or obligations of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction Collateral Agent or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX Custodian may be amended without the consent of the Administrative Agent, the Collateral Agent or the Custodian, as the case may be. No provision of Section 1 or any other provision in any Credit Document relating to the rights and/or obligations of the Issuing Agent or the applicable Issuing Lender may be amended without the consent of the Issuing Agent or the applicable Issuing Lender, as the case may be.
(b) Notwithstanding anything to the contrary herein, the Commitments and Letter of Credit Outstandings of a Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to this Section 11.11); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified unless terminated UNLESS such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that
(i) PROVIDED that no such change, waiver waiver, discharge or other modification termination shall
(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such each Lender (other than a Defaulting Lender;) affected thereby,
(Ba) extend or postpone the Maturity Date or extend or postpone any scheduled expiration or termination maturity date provided for herein that is applicable to a Loan or a Commitment (it being understood that any waiver of any Lender, without the written consent of such Lender;
(C) reduce the principal amount of any Loan made by any Lendermaking, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), reduce the rate or extend the time of payment of, or excuse the payment of, of interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates rates) or (y) any amendment to defined terms used in financial covenants)Fees thereon, without the written consent of such Lender;
(D) or reduce the rate or extend the time of payment ofprincipal amount thereof, or excuse increase the payment of, any Fees to which Commitment of any Lender is entitled hereunder, without over the written consent of such Lender; or
amount thereof then in effect (E) amend, modify or waive (which shall include the it being understood that a waiver of any existing Default or Event of Default) Default or of any condition precedent to mandatory prepayment or a mandatory reduction in any extension Commitment shall not constitute a change in the terms of credit under the Credit Facility set forth in Section 4.2 without the written consent any Commitment of the Required Lenders;
(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender directly affected therebyany Lender),
(Ab) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations hereunder or under any Loan Credit Document;,
(Bc) release any Credit Party from the Subsidiary GuarantyGuaranty (once executed and delivered), exceptexcept in connection with a transaction permitted by section 9.2(d),
(d) release all or any substantial portion of the Collateral, in the case of a Subsidiary Guarantor, except strictly in accordance with Section 22(b) the provisions of the Subsidiary Guaranty or a transaction permitted under this Agreement;Credit Documents,
(Ce) change the 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,
(f) amend, modify or waive any provision of this Section 11.12section 12.12, Section 2.11(c) or (esection 11.7, 12.1, 12.4, 12.6 or 12.7(b), Section 8.03, or any other provision of any of the Loan Credit 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;,
(Dg) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(Eh) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) no change, waiver or other modification or termination shall increase or extend the Commitment or Loan of any Defaulting Lender, nor may the principal of any Loan of a Defaulting Lender be reduced, in each case without the consent of such Lender and (y) in the case of any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization of the Required Lenders, may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(b) No provision of Article IX section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent, respectively.
Appears in 1 contract
Samples: Credit Agreement (Royal Appliance Manufacturing Co)
Amendment or Waiver. (a) Neither this Agreement nor any other Loan Document, Credit Document nor any terms hereof or thereof, thereof may be amended, changed, waived waived, discharged or otherwise modified terminated unless such amendment, change, waiver waiver, discharge or other modification termination is in writing and signed by the Borrower, the Administrative Agent respective Credit Parties party thereto and the Required Lenders Lenders, provided that no such change, waiver, discharge or by termination shall, without the Administrative Agent acting at the written direction consent of the Required Lenders; providedeach Lender (other than a Defaulting Lender) with Obligations being directly modified, however, that
(i) no change, waiver or other modification shall
(A) increase extend the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;
(B) extend or postpone the Maturity Date or extend or postpone any final 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 maturity of any Loan made by or Note or extend the stated expiration date of any LenderLetter of Credit beyond the A TL/RL Maturity Date, or reduce the rate (except for the waiver of post-default rates) or extend the time of payment ofof interest or Fees thereon, or excuse reduce the payment of, interest thereon principal amount thereof (other than as a result of (x) waiving except to the applicability of any post-default increase extent repaid in interest rates or (y) any amendment to defined terms used in financial covenantscash), without the written consent of such Lender;
(D) 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; or
(E) amend, modify or waive (which shall include the waiver of any existing Default or Event of Default) any condition precedent to any extension of credit under the Credit Facility set forth in Section 4.2 without the written consent of the Required Lenders;
(ii) no change, waiver release all or other modification or termination shall, without substantially all of the written consent of each Lender directly affected thereby,
Collateral (A) release the Borrower from any of its obligations hereunder or any Loan Document;
(B) release any Credit Party from the Subsidiary Guaranty, except, except as expressly provided in the case of a Subsidiary GuarantorCredit Documents) under all the Collateral Documents, in accordance with Section 22(b) of the Subsidiary Guaranty or a transaction permitted under this Agreement;
(Ciii) amend, modify or waive any provision of this Section 11.1211.10, Section 2.11(c) or (e), 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;
(Div) reduce the percentage specified in, or otherwise modify, in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders; or
, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Restatement Effective Date) or (Ev) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
(iii) (x) ; provided further, that no such change, waiver or other modification waiver, discharge or termination shall (s) increase or extend the Commitment or Loan of any Defaulting Lender, nor may Lender over the principal of any Loan of a Defaulting Lender be reduced, amount thereof then in each case effect without the consent of such Lender and (y) it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the case Commitments shall not constitute an increase of the Commitment of any waiverLender, amendment or modification requiring and that an increase in the consent available portion of all Lenders or each affected any Commitment of any Lender that by its terms, affects any Defaulting Lender more adversely than other affected Lenders, such wavier, amendment or modification shall require the consent of each such Defaulting Lender; or
(iv) the Administrative Agent, without the direction or separate authorization not constitute an increase of the Required LendersCommitment of such Lender), may approve any change, waiver or other modification that is of a routine, administrative, ministerial or non-controversial nature, as reasonably determined by the Administrative Agent, and any such change, waiver or modification approved by the Administrative Agent shall be binding on the Lenders. 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 was given or made.
(bt) No provision of Article IX may be amended without the consent of the Administrative Issuing Bank, amend, modify or waive any provision of Article 3 or alter its rights or obligations with respect to Letters of Credit, (u) 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 Lenders with Revolving Loan Commitments to fund Mandatory Borrowings), (v) without the consent of each Agent, amend, modify or waive any provision of Article 10 or any other provision as same relates to the rights or obligations of such Agent, (w) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.6 (excluding Section 2.6(f)) (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), (y) without the consent of the Supermajority A Term Lenders, decrease, defer or waive any Tranche A Term Loan Scheduled Repayment or (z) without the consent of the Supermajority B Term Lenders, decrease, defer or waive any Tranche B Term Loan Scheduled Repayment.
Appears in 1 contract
Samples: Credit Agreement (Acg Holdings Inc)
