Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any provision of this Agreement, the Notes or any other Loan Documents, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders and Borrower; provided that any such amendment, modification, termination, waiver or consent which: increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; increases the maximum amount of Letters of Credit; changes any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower. 2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lenders; and (ii) Administrative Agent shall not release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lenders.
Appears in 1 contract
Amendments and Waivers; Release of Collateral. 1. A. No amendment, modification, termination or waiver of any provision of this Agreement, the Notes or any other Loan Documents, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders and BorrowerLenders; provided that any such amendment, modification, termination, waiver or consent which: increases the amount of any of the Commitments Commit- ments or reduces the principal amount of any of the Loans; increases the maximum amount of Letters of Credit; changes any Lender’s 's Pro Rata Share; changes in any manner the definition of “"Lenders” or “", "Requisite Lenders”" or "Supermajority Lenders"; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or this Section 10.6; or changes any of the terms of or releases the Make-Well Agreement (except in accordance with Section 2.14 thereof) or the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders and; provided, further, that no provision of this Agreement that, by its terms, expressly requires approval or action of Supermajority Lenders, may be amended, modified or waived except with the consent of Supermajority Lenders; provided further that if there has been a change in Managing Partner, no amendment to the performance standard required of Borrower under Section 7.6A that would increase the amount required to be paid to fulfill the "Make-Well Obligations" under and as defined in the Make-Well Agreement, shall be effective to cause such increase unless Circus shall have received prior notice of such change. In addition, (i) any material amendmentamend- ment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and and, if signed by Borrower.
2, on Borrower. Administrative Agent may release personal property Collateral No amendment, modification, termination or waiver of Section 7.6A shall be effective without the written consent of any Lender to Circus or its successors and assigns under the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lenders; and (ii) Administrative Agent shall not release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all LendersMake-Well Agreement.
Appears in 1 contract
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any Any provision of this Agreement, Agreement or the Notes may be amended or any other Loan Documentswaived if, but only if, such amendment or consent to any departure waiver is in writing and is signed by the Borrower therefromand the Required Banks (and, shall in any event be effective without if the written concurrence rights or duties of Requisite Lenders and Borrowereither Agent are affected thereby, by such Agent); provided that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any such amendmentBank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, modification(ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, termination(iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for any scheduled reduction or termination of any Commitment, waiver or consent which: increases (iv) change the aggregate amount of Loans required to be repaid on any Principal Repayment Date, (v) release any Guarantor from its obligations hereunder, (vi) change the percentage of the Commitments or reduces of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of the Loans; increases the maximum amount of Letters of Credit; changes them to take any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement whichor (vii) change Section 2.12, by its terms8.3 or 8.4. Notwithstanding the foregoing, expressly requires the approval or concurrence of Administrative Agent shall Article 9 may not be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, amended with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower respect to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral Guarantor without the consent of any Lender to such Guarantor. Any provision of the extent sold Collateral Documents may be amended or disposed of waived if, but only if, such amendment or waiver is in writing and is signed by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) the relevant Obligor and the Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lendersthe Required Banks; provided that no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents, and (ii) the Administrative Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
Appears in 1 contract
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any Any provision of this Agreement, Agreement or the Notes may be amended or any other Loan Documentswaived if, but only if, such amendment or consent to any departure waiver is in writing and is signed by the Borrower therefromand the Required Banks (and, shall in any event be effective without if the written concurrence rights or duties of Requisite Lenders and Borrowereither Agent are affected thereby, by such Agent); provided that any no such amendmentamendment or waiver shall, modificationunless signed by all the Banks, termination, waiver (i) increase or consent which: increases decrease the amount Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for the termination of any Commitment or (iv) change the percentage of the Commitments or reduces of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of the Loans; increases the maximum amount of Letters of Credit; changes them to take any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement which, by its terms, expressly requires Agreement. Any provision of the approval Collateral Documents may be amended or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent maywaived if, but shall have no obligation toonly if, with the concurrence of any Lender, execute amendments, modifications, waivers such amendment or consents on behalf of that Lender. Any waiver or consent shall be effective only is in the specific instance writing and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of is signed by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower and the Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 Agent with the consent of Requisite Lendersthe Required Banks; provided that no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of all or substantially all of the Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents, and (ii) Administrative the Security Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
Appears in 1 contract
Samples: Credit Agreement (Iomega Corp)
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any Any provision of this Agreement, Agreement or the Notes may be amended or any other Loan Documentswaived if, but only if, such amendment or consent to any departure waiver is in writing and is signed by the Borrower therefromand the Required Banks (and, shall in any event be effective without if the written concurrence rights or duties of Requisite Lenders and Borrowereither Agent are affected thereby, by such Agent); provided that any no such amendmentamendment or waiver shall, modificationunless signed by all the Banks, termination, waiver (i) increase or consent which: increases decrease the amount Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for the termination of any Commitment or (iv) change the percentage of the Commitments or reduces of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of the Loans; increases the maximum amount of Letters of Credit; changes them to take any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement whichAgreement. Any provision of the Collateral Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by its terms, expressly requires the approval or concurrence of Borrower and the Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lendersthe Required Banks; provided that no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of all or substantially all of the Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents, and (ii) Administrative the Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
Appears in 1 contract
Samples: Credit Agreement (Iomega Corp)
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any (a) Any provision of this Agreement, Agreement or the Notes may be amended or any other Loan Documentswaived if, but only if, such amendment or consent to any departure waiver is in writing and is signed by the Borrower therefromand the Required Lenders (and, shall in any event be effective without if the written concurrence rights or duties of Requisite Lenders and Borrowerthe Agent are affected thereby, by the Agent); provided that any no such amendmentamendment or waiver shall:
(i) unless signed by all the Lenders, modification, termination, waiver (v) increase or consent which: increases decrease the amount Commitment of any Lender (except for a ratable decrease in the Commitments of all the Lenders) or subject any Lender to any additional obligation, (w) reduce the principal of or rate of interest on any Loan or any interest thereon or any fees hereunder, (x) postpone the date fixed for any payment of principal of or interest on any Loan or any interest thereon or any fees hereunder or for the termination of any Commitment, (y) release any Guarantor from its obligations hereunder or (z) change the percentage of the Commitments or reduces of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of the Loans; increases the maximum amount of Letters of Credit; changes them to take any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement whichAgreement; or 765748.1 10/9/98 7:17p 65
(ii) unless signed by a Designated Lender or its Designating Lender, by subject such Designated Lender to any additional obligation or affect its terms, expressly requires rights hereunder (unless the approval rights of all the Lenders hereunder are similarly affected).
(b) Any provision of the Collateral Documents may be amended or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent maywaived if, but shall have no obligation toonly if, with such amendment or waiver is in writing and is signed by the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in relevant Obligor and the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite the Required Lenders; provided that no such amendment or waiver shall, unless signed by all the Lenders, effect or permit a release of all or substantially all of the Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents, and (ii) Administrative the Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
Appears in 1 contract
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any provision of this Agreement, the Notes or any other Loan Documents, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders and Borrower; provided that any such amendment, modification, termination, waiver or consent which: increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; increases the maximum amount of Letters of Credit; changes any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any (a) Any provision of this Agreement whichor the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Agent or the Issuer are affected thereby, by its termsthe Agent or the Issuer, expressly requires as the approval case may be); provided that no such amendment or concurrence waiver shall, unless signed by all the Lenders, (i) increase or decrease the Commitment of any Lender (except for a ratable decrease in the Commitments of all the Lenders; postpones the scheduled final maturity date of ) or subject any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable Lender to any additional obligation, (ii) reduce the principal of the Loans pursuant to Section 2.2E) or rate of interest on any Loan or the amount of any LC Reimbursement Obligation or any interest thereon or any fees payable hereunder; increases , (iii) postpone the maximum duration date fixed for any payment of Interest Periods permitted hereunder; reduces principal of or interest on any Loan or of any LC Reimbursement Obligation or any interest thereon or any fees hereunder or for the amount termination of any Commitment or postpones (except as expressly provided in Section 2.14(f) extend the due expiry date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in , (iv) release any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) Guarantor from its Obligations hereunder or (bv) change the percentage of the Commitments or of the Aggregate LC Exposure or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action under this Section 10.6; 10.05 or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement which, by its terms, expressly requires Agreement; or
(b) Any provision of the approval Collateral Documents may be amended or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent maywaived if, but shall have no obligation toonly if, with such amendment or waiver is in writing and is signed by the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in relevant Obligor and the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite the Required Lenders; provided that no such amendment or waiver shall, unless signed by all the Lenders, effect or permit a release of all or substantially all of the Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale of assets permitted by the Loan Documents, and (ii) Administrative the Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
Appears in 1 contract
Amendments and Waivers; Release of Collateral. 1. No amendment(a) Neither this Agreement nor any other Loan Document may be amended, modification, termination modified or waiver of any provision supplemented except in accordance with the provisions of this AgreementSection. The Required Lenders and the Company (acting on behalf of the Credit Parties) may from time to time amend, modify or supplement the Notes provisions of this Agreement or any other Loan Document (other than the Collateral Documents) for the purpose of amending, adding to, or consent to waiving any departure by Borrower therefrom, shall provisions or changing in any event manner the rights and duties of any Credit Party, any Agent, the LC Issuer or any Lender. Any such amendment, modification or supplement made by the Company (acting on behalf of the Credit Parties) and the Required Lenders, in accordance with the provisions of this Section shall be effective without binding upon each Credit Party, each Lender, the written concurrence of Requisite Lenders LC Issuer and Borrower; provided each Agent. The Agents shall enter into such amendments, modifications, supplements or waivers from time to time as directed by the Required Lenders, and only as so directed, PROVIDED that any no such amendment, modification, termination, waiver or consent which: increases supplement may be made which will:
(i) Increase any Commitment over the amount thereof then in effect, or extend the scheduled expiration date of any Commitment, without the written consent of each Lender affected thereby (it being understood that any waiver of a mandatory reduction in Commitments pursuant to Section 2.12(B) may be approved by the Commitments or reduces Required Lenders);
(ii) Reduce the principal amount of or extend the time for any of the Loans; increases the maximum amount of Letters of Credit; changes any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date payment of any of the Loans; postpones the date Loan, or reduces reduce the amount of any scheduled reduction or rate of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any a waiver of any increase in the applicable rate of interest rate applicable to any by reason of the Loans pursuant to Section 2.2Ean Event of Default) or extend the time for scheduled payment of interest borne by any Loan or extend the time for payment of or reduce the amount of any fees payable hereunder; increases fee or reduce or postpone the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date for payment of any amount fees, expenses, indemnities or amounts payable in respect ofunder any Loan Document, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence consent of the each Lender which is the holder of that Note, and affected thereby;
(iii) no amendment, modification, termination Amend the definition of "Required Lenders" or waiver of any provision of Section 3 or Section 9 or of any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to take any action thereunder, or amend this Agreement whichSection 10.03, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lenders; and (ii) Administrative Agent shall not release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all the Lenders., or all the Lenders of such Class, as the case may be;
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Samples: Term Loan and Revolving Credit Agreement (Foster Wheeler LTD)
Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any (a) Any provision of this AgreementAgreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Documentation Agent, the Notes Administrative Agent or any other Loan Documentsan Issuing Lender are affected thereby, by such affected Agent or consent to any departure by Borrower therefromIssuing Lender, shall in any event be effective without the written concurrence of Requisite Lenders and Borroweras relevant); provided that no such amendment or waiver shall:
(i) unless signed by all the Lenders with a Term Commitment, increase or decrease the Term Commitments (except for a ratable decrease in all the Term Commitments), subject any such amendmentLender to any additional obligation, modificationor postpone the date fixed for the scheduled termination of any Term Commitment;
(ii) unless signed by all Lenders holding Term Loans, terminationreduce the principal of or rate of interest on any Term Loans, waiver postpone the date fixed for any scheduled payment of principal of or consent which: increases interest on any Term Loans, or decrease the aggregate amount by which Term Loans are required to be repaid on any date scheduled pursuant to Section 2.04(b) or postpone any date for such repayment;
(iii) unless signed by all Lenders with a Revolving Commitment, increase or decrease any Revolving Commitment (except for a ratable decrease in all the Revolving Commitments), subject any such Lender to any additional obligation, postpone the date fixed for any scheduled reduction or termination of any Revolving Commitment, reduce the principal of or rate of interest on any Revolving Loan or the amount to be reimbursed in respect of any Letter of Credit or any interest thereon, extend any Letter of Credit expiry date beyond the Maturity Date, or postpone the date fixed for scheduled payment of principal of, and dates fixed for payment of interest on, any Revolving Loan;
(iv) unless signed by all the Lenders, postpone the date fixed for any payment of any fees hereunder or release any Guarantor from its obligations hereunder;
(v) unless signed by the Swing Lender and each other Lender affected thereby, increase the Swing Loan Commitment, postpone the date fixed for the termination of the Swing Loan Commitment or otherwise affect any of its rights or obligations hereunder; and
(vi) unless signed by all the Lenders, change the percentage of the Commitments or reduces of the aggregate unpaid principal amount of the Notes and the Letter of Credit Liabilities, or the number of Lenders, which shall be required for the Lenders or any of the Loans; increases the maximum amount of Letters of Credit; changes them to take any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; increases the maximum duration of Interest Periods permitted hereunder; reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) or (b) or action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement whichAgreement. Any provision of the Collateral Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by its terms, expressly requires the approval relevant Obligor or concurrence of Obligors and the Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite the Required Lenders; and provided that no such amendment or waiver shall, unless signed by all the Lenders, effect or permit a release of all or substantially all of the Collateral.
(iib) Notwithstanding anything to the contrary in the Collateral Documents, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents. The Administrative Agent shall not shall, at the sole expense of the Borrower, execute and deliver all release documents reasonably requested to evidence any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersrelease pursuant to this subsection (b).
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Amendments and Waivers; Release of Collateral. 1. No amendment, modification, termination or waiver of any provision of this Agreement, the Notes or any other Loan Documents, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders and Borrower; provided that any such amendment, modification, termination, waiver or consent which: increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; increases the maximum amount of Letters of Credit; changes any Lender’s Pro Rata Share; changes in any manner the definition of “Lenders” or “Requisite Lenders”; changes in any manner any Any provision of this Agreement whichor the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Banks (and, if the rights or duties of the Agent or any LC Issuing Bank are affected thereby, by its termsthe Agent or such LC Issuing Banks, expressly requires as the approval case may be); provided that no such amendment or concurrence of waiver shall, unless signed by all Lenders; postpones the scheduled final maturity date Banks, (i) increase or decrease the Commitment of any of the Loans; postpones the date or reduces the amount of any scheduled reduction of the Commitments; postpones the date on which any interest or any fees are payable; decreases the interest rate borne by any of the Loans Bank (other than any waiver of any except for an increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E2.01(b) or a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or the amount of any LC Reimbursement Obligation or any interest thereon or any fees payable hereunder; increases , except as provided below, (iii) postpone the maximum duration date fixed for any payment of Interest Periods permitted hereunder; reduces principal of or interest on any Loan or of any LC Reimbursement Obligation or any interest thereon or any fees hereunder or for the amount termination of any Commitment or postpones (except as expressly provided in Section 2.14) extend the due expiry date of any amount payable in respect of, or extends the required expiration date of, any Letter of Credit; changes in , (iv) release any manner the Guarantor from its obligations of Lenders relating to the purchase of participations in Letters of Credit; or changes in any manner the provisions contained in Section 8.1(a) hereunder or (bv) change the percentage of the Commitments or of the Aggregate LC Exposure or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 10.6; or changes any of the terms of or releases the Environmental Indemnities shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. In addition, (i) any material amendment, modification, termination or waiver of any of the provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on behalf of Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, and (iii) no amendment, modification, termination or waiver of any provision of Section 3 or Section 9 or of any other provision of this Agreement which, by its terms, expressly requires Agreement. Any provision of the approval Collateral Documents may be amended or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Administrative Agent maywaived if, but shall have no obligation toonly if, with such amendment or waiver is in writing and is signed by the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in relevant Obligor and the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.6 shall be binding upon each Lender at the time outstanding, each future Lender and Borrower.
2. Administrative Agent may release personal property Collateral without the consent of any Lender to the extent sold or disposed of by Borrower in a transaction or series of transactions that do not constitute Asset Sales. In addition: (i) Administrative Agent may release personal property Collateral subject to the Borrower Security Agreement or the Guarantor Security Agreement having a fair market less than $100,000 with the consent of Requisite Lendersthe Required Banks; provided that no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of all or substantially all of the Collateral. Notwithstanding the foregoing, Collateral shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale or pledge of assets permitted by the Loan Documents, and (ii) Administrative the Agent shall not execute and deliver all release any personal property Collateral having a fair market value in excess of $100,000 or any other Collateral without the consent of all Lendersdocuments reasonably requested to evidence such release.
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