Amendments, Consents, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor any consent to any departure by any Obligor from any provision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that would be adversely affected by such amendment, waiver or consent: (1) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; (2) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder; (3) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive any event of default under Section 7.01(b) or 7.01(c); or (4) increase the Commitment of such Lender or subject such Lender to any additional obligations; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender: (1) amend Section 2.12 or this Section 10.01; or (2) release all or substantially all of the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition of such Guarantor in a transaction permitted hereunder); or (iii) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.05; and (iv) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (y) signed by the Issuing Banks in addition to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.03, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to the contrary notwithstanding, the Administrative Agent shall be authorized, without the consent of any Lender, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and to release any Guarantor from any of its obligations hereunder to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04.
Appears in 1 contract
Amendments, Consents, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor any consent to any departure by any Obligor the Borrower from any provision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consent:
do any of the following: (1) waive any of the conditions specified in Section 3.01, (2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
, (23) amend this Section 8.01, (4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
, (35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive any event of default under amend Section 7.01(b) 2.05 or 7.01(c); or
(4) increase the Commitment of such Lender or subject such Lender to any additional obligations;
2.07, and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender:
(1) amend Section 2.12 or this Section 10.01; or
(2) release all or substantially all of the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition of Lender that would be adversely affected by such Guarantor in a transaction permitted hereunder); or
(iii) no amendment, waiver or consent shallconsent, unless in writing increase the Commitment of such Lender or subject such Lender to any additional obligations; and signed by the Required Revolving Credit Lenders and the Required Term Lendersprovided, change the order of application of any prepayment set forth in Section 2.05; and
(iv) further, that no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Document, and (y) signed by the each Issuing Banks Bank in addition to the Lenders required to take such action, amend Section 2.072.09, 2.13 2.15 or 3.033.02, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein Agreement and (z) signed by each Swing Line Lender in addition to the contrary notwithstandingLenders required to take such action, amend Section 2.02, 2.04 or 3.02, increase the Administrative Agent shall be authorized, without Swing Line Facility or otherwise affect the consent rights or obligations of any Lender, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and to release any Guarantor from any of its obligations hereunder to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04Swing Line Lender under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Imation Corp)
Amendments, Consents, Etc. (a) No amendment or waiver of any provision of this Agreement Agreement, the Notes or the other Loan Documents, nor any consent to any departure by any Obligor from any provision of this Agreement Agreement, the Notes or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
provided, that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consent:
do any of the following: (1) waive any of the conditions specified in Section 3.01, (2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
, (23) amend this Section 9.01, (4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
, (35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive amend Section 2.03 or 2.05, or (6) release any event of default Guarantor from its obligations under Section 7.01(b) or 7.01(c); or
(4) increase the Commitment of such Lender or subject such Lender to any additional obligations;
Article VIII and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender:
(1) amend Section 2.12 or this Section 10.01; or
(2) release all or substantially all of the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition of Lender that would be adversely affected by such Guarantor in a transaction permitted hereunder); or
(iii) no amendment, waiver or consent shallconsent, unless in writing and signed (1) increase the Commitment of such Lender or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (3) postpone any date fixed for any payment of principal of, or interest on, the Required Revolving Credit Lenders and the Required Term Lenders, Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (4) change the order of application of any prepayment set forth in Section 2.052.05 in any manner that materially affects such Lender; and
(iv) and provided, further, that no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Document, and (y) signed by the each Issuing Banks Bank in addition to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.033.02, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein Credit Agreement ----------------
(b) Except as otherwise provided in the Security Documents, the Agent shall not consent to release any Collateral (except as contemplated by the Security Documents) or terminate any Lien under any Security Document unless such release or termination shall be consented to in writing by Lenders owed or holding in the aggregate at least 75% of the sum of the then aggregate unpaid principal amount of the Advances, the then aggregate Unused Commitments and the aggregate Available Amount of all Letters of Credit (for which purposes the Available Amount of each Letter of Credit shall be considered to be owed to the contrary notwithstandingrelevant Lenders according to their respective Pro Rata Shares of the Facility under which such Letter of Credit has been issued); provided, the Administrative Agent shall be authorized, without that
(1) the consent of any Lenderall Lenders shall be required to release all or substantially all of the Collateral, except upon the termination of the Liens created by each of the Security Documents in accordance with the terms thereof; and (2) no such consent shall be required to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or (including, without limitation, dispositions of Receivables pursuant to the Permitted Receivables Facilities) and, upon such a disposition permitted disposition, such property shall be deemed to which be transferred free and clear of the Required Lenders have consentedLien of the Security Documents without any action on the part of any party (and the Agent is hereby authorized to execute such releases and other documents, and to release any Guarantor from any of its obligations hereunder take such other action, as the Company may reasonably request to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04give effect thereto).
Appears in 1 contract
Amendments, Consents, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor any consent to any departure by any Obligor the Borrower from any provision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
PROVIDED, that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consent:
do any of the following: (1) waive any of the conditions specified in Section 3.01, (2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
, (23) amend this Section 8.01, (4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
hereunder or (35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive any event of default under Section 7.01(b) or 7.01(c); or
(4) increase the Commitment of such Lender or subject such Lender to any additional obligations;
hereunder, and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender:
(1) amend Section 2.12 Lender that would be adversely affected by such amendment, waiver or this Section 10.01; or
(2) release all or substantially all of consent, increase the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition Commitments of such Guarantor in a transaction permitted hereunder)Lender or subject such Lender to any additional obligations; or
(iii) and PROVIDED, FURTHER, that no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.05; and
(iv) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note. This Agreement and the other Loan Document, and (y) signed by Documents constitute the Issuing Banks in addition entire agreement of the parties with respect to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.03, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to the contrary notwithstanding, the Administrative Agent shall be authorized, without the consent of any Lender, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, matter hereof and to release any Guarantor from any of its obligations hereunder to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04thereof.
Appears in 1 contract
Amendments, Consents, Etc. (a) No amendment or waiver of any provision of this Agreement Agreement, the Notes or the other Loan Basic Documents, nor any consent to any departure by any Obligor from any provision of this Agreement Agreement, the Notes or the other Loan Basic Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consentdo any of the following:
(1) waive any of the conditions specified in Section 3.01;
(2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
(23) amend this Section 9.01;
(4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
(35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive amend Section 2.03 or 2.05;
(6) release any event of default Guarantor from its obligations under Section 7.01(b) or 7.01(c)Article VIII; or
(47) increase amend, modify or supplement the Commitment of such Lender or subject such Lender to any additional obligationsIntercreditor Agreement;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each LenderLender that would be adversely affected by such amendment, waiver or consent:
(1) amend Section 2.12 increase the Commitment of such Lender or this Section 10.01; orsubject such Lender to any additional obligations;
(2) release all reduce the principal of, or substantially all of interest on, the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer Notes held by such Lender or any fees or other disposition amounts payable hereunder to such Lender;
(3) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Guarantor in a transaction permitted hereunder); Lender or any fees or other amounts payable hereunder to such Lender or
(iii4) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.052.05 in any manner that materially affects such Lender; and
(iviii) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Basic Document, and (y) signed by the each Issuing Banks Bank in addition to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.033.02, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to .
(b) Except as otherwise provided in the contrary notwithstandingSecurity Documents or the Intercreditor Agreement, the Administrative Agent shall not consent to release any Collateral or terminate any Lien under any Security Document unless such release or termination shall be authorizedconsented to in writing by Lenders owed or holding in the aggregate at least 75% of the sum of the then aggregate unpaid principal amount of the Advances, without the then aggregate Unused Commitments and the aggregate Available Amount of all Letters of Credit (for which purposes the Available Amount of each Letter of Credit shall be considered to be owed to the relevant Lenders according to their respective Pro Rata Shares of the Facility under which such Letter of Credit has been issued); provided that:
(1) the consent of any Lenderall Lenders shall be required to release all or substantially all of the Collateral, except upon the termination of the Liens created by each of the Security Documents in accordance with the terms thereof; and
(2) no such consent shall be required to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or (including, without limitation, dispositions of Receivables pursuant to the Permitted Receivables Facilities) and, upon such a disposition permitted disposition, such property shall be deemed to which be transferred free and clear of the Required Lenders have consentedLien of the Security Documents without any action on the part of any party (and the Administrative Agent is hereby authorized to execute such releases and other documents, and to release any Guarantor from any of its obligations hereunder take such other action, as the Company may reasonably request to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04give effect thereto).
Appears in 1 contract
Amendments, Consents, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor any consent to any departure by any Obligor from any provision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consentdo any of the following:
(1) waive any of the conditions specified in Section 3.01;
(2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
(23) amend this Section 9.01;
(4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
(35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive amend Section 2.03 or 2.05;
(6) release any event of default Guarantor from its obligations under Section 7.01(b) or 7.01(c)Article VIII; or
(47) increase amend, modify or supplement the Commitment of such Lender or subject such Lender to any additional obligationsIntercreditor Agreement;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each LenderLender that would be adversely affected by such amendment, waiver or consent:
(1) amend Section 2.12 increase the Commitment of such Lender or this Section 10.01subject such Lender to any additional obligations;
(2) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender;
(3) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender; or
(24) release all or substantially all of the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition of such Guarantor in a transaction permitted hereunder); or
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.052.05 in any manner that materially affects such Lender; and
(iviii) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Basic Document, and (y) signed by the each Issuing Banks Bank in addition to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.033.02, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to .
(b) Except as otherwise provided in the contrary notwithstandingSecurity Documents or the Intercreditor Agreement, the Administrative Agent shall not consent to release any Collateral or terminate any Lien under any Security Document unless such release or termination shall be authorizedconsented to in writing by Lenders owed or holding in the aggregate at least 75% of the sum of the then aggregate unpaid principal amount of the Advances, without the then aggregate Unused Commitments and the aggregate Available Amount of all Letters of Credit (for which purposes the Available Amount of each Letter of Credit shall be considered to be owed to the Lenders according to their respective Pro Rata Shares under which such Letter of Credit has been issued); provided that:
(1) the consent of any Lenderall Lenders shall be required to release all or substantially all of the Collateral, except upon the termination of the Liens created by each of the Security Documents in accordance with the terms thereof; and
(2) no such consent shall be required to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or and, upon such a disposition permitted disposition, such property shall be deemed to which be transferred free and clear of the Required Lenders have consentedLien of the Security Documents without any action on the part of any party (and the Administrative Agent is hereby authorized to execute such releases and other documents, and to release any Guarantor from any of its obligations hereunder take such other action, as the Company may reasonably request to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04give effect thereto).
Appears in 1 contract
Amendments, Consents, Etc. (a) No amendment or waiver of any provision of this Agreement Agreement, the Notes or the other Loan Basic Documents, nor any consent to any departure by any Obligor from any provision of this Agreement Agreement, the Notes or the other Loan Basic Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) no amendment, waiver or consent shall, unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consentdo any of the following:
(1) waive any of the conditions specified in Section 3.01;
(2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
(23) amend this Section 9.01;
(4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
(35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive amend Section 2.03 or 2.05;
(6) release any event of default Guarantor from its obligations under Section 7.01(b) or 7.01(c)Article VIII; or
(47) increase amend, modify or supplement the Commitment of such Lender or subject such Lender to any additional obligationsIntercreditor Agreement;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each LenderLender that would be adversely affected by such amendment, waiver or consent:
(1) amend Section 2.12 increase the Commitment of such Lender or this Section 10.01; orsubject such Lender to any additional obligations;
(2) release all reduce the principal of, or substantially all of interest on, the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer Notes held by such Lender or any fees or other disposition amounts payable hereunder to such Lender;
(3) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Guarantor in a transaction permitted hereunder); Lender or any fees or other amounts payable hereunder to such Lender or
(iii4) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.052.05 in any manner that materially affects such Lender; and
(iviii) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Basic Document, and (y) signed by the each Issuing Banks Bank in addition to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.033.02, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to .
(b) Except as otherwise provided in the contrary notwithstandingSecurity Documents or the Intercreditor Agreement, the Administrative Agent shall not consent to release any Collateral or terminate any Lien under any Security Document unless such release or termination shall be authorizedconsented to in writing by Lenders owed or holding in the aggregate at least 75% of the sum of the then aggregate unpaid principal amount of the Advances, without the then aggregate Unused Commitments and the aggregate Available Amount of all Letters of Credit (for which purposes the Available Amount of each Letter of Credit shall be considered to be owed to the relevant Lenders according to their respective Pro Rata Shares of the Facility under which such Letter of Credit has been issued); provided that:
(1) the consent of any Lenderall Lenders shall be required to release all or substantially all of the Collateral, except upon the termination of the Liens created by each of the Security Documents in accordance with the terms thereof;
(2) no such consent shall be required to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or (including, without limitation, dispositions of Receivables pursuant to the Permitted Receivables Facilities) and, upon such a disposition permitted disposition, such property shall be deemed to which be transferred free and clear of the Required Lenders have consentedLien of the Security Documents without any action on the part of any party (and the Administrative Agent is hereby authorized to execute such releases and other documents, and to take such other action, as the Company may reasonably request to give effect thereto); and
(3) no such consent shall be required to release any Guarantor from any the Liens under the Security Documents covering property of BMLP and its obligations hereunder to Subsidiaries upon the extent that such Guarantor is occurrence of the subject BMLP Restructuring and, upon the BMLP Restructuring, all property of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is BMLP shall be deemed to be designated released from the Lien of the Security Documents without any action on the part of any party (and each of the Collateral Agent and the Administrative Agent are hereby authorized to execute such releases and other documents, and to take such other action, as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04the Company may reasonably request to give effect thereto).
Appears in 1 contract
Amendments, Consents, Etc. No amendment or waiver of -------------------------- any provision of this Agreement or the other Loan Documents, nor any consent to any departure by any Obligor the Borrower from any provision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
provided, that (i) no amendment, waiver or consent shall, -------- unless in writing and signed by all the Required Lenders and each Lender that would be adversely affected by such amendmentLenders, waiver or consent:
do any of the following: (1) waive any of the conditions specified in Section 3.01, (2) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
, (23) amend this Section 8.01, (4) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
, (35) postpone any date fixed for any Commitment reduction or payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or waive any event of default under Section 7.01(b(6) or 7.01(c); or
(4) increase modify the Commitment of such Lender or subject such Lender to any additional obligations;
Subordination and Amendment Agreement, and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender:
(1) amend Section 2.12 Lender that would be adversely affected by such amendment, waiver or this Section 10.01; or
(2) release all or substantially all of consent, increase the Guarantors from their respective obligations under Article IX (except in connection with a sale, transfer or other disposition Commitment of such Guarantor in a transaction permitted hereunder)Lender or subject such Lender to any additional obligations; or
(iii) and provided, further, that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by the Required Revolving Credit Lenders and the Required Term Lenders, change the order of application of any prepayment set forth in Section 2.05; and
(iv) no amendment, waiver or consent shall, unless in writing and (x) signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Document. This Agreement, the other Loan Documents and (y) signed by each confidentiality agreement entered into in connection herewith constitute the Issuing Banks in addition entire agreement of the parties with respect to the Lenders required to take such action, amend Section 2.07, 2.13 or 3.03, increase the Letter of Credit Sublimit or otherwise affect the rights or obligations of any Issuing Bank under this Agreement. Anything herein to the contrary notwithstanding, the Administrative Agent shall be authorized, without the consent of any Lender, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, matter hereof and to release any Guarantor from any of its obligations hereunder to the extent that such Guarantor is the subject of either a disposition permitted hereunder or a disposition to which the Required Lenders have consented, or such Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in accordance with Section 6.04thereof.
Appears in 1 contract
