Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Without the written consent of Lenders owning at least two thirds of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(b) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees or commitment fees. (ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1. (iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2. (iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4. (v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders). (vi) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders shall be made.
Appears in 1 contract
Samples: Credit Agreement (Ameripath Inc)
Amendments Consents Waivers Etc. The Agent may admit additional Lenders who shall make Commitments or allow existing Lenders to increase their Commitments; provided, however, that without consent obtained in accordance with Sections 11.6(b)(iii) the aggregate Commitments shall not exceed $125,000,000. Except as otherwise set forth herein, the Agent may may, with the written consent of Lenders owning at least 51% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions contemplated below), and upon the written request of the Required Lenders the Agent shall) , take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without the written consent of Lenders owning at least two thirds 51% of the Percentage Interests (other than disregarding the Percentage Interest of any Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under any of the Credit Documents, or under Sections 6.5 through 6.206.16, the related defined terms or this Section 12.6(b) 11.6 shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests in the Revolving Loan (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (Ai) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (Bii) the interest rate on the Revolving Loan or the Swingline Loan or (Ciii) the Letter of Credit fees or commitment fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No Except for additional Commitments from new Lenders or increased Commitments from existing Lenders expressly contemplated by Section 11.6 hereof, no increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No release of, or subordination of the Lenders' interests in, all or substantially all of the Credit Security and no release of the Borrower or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.12, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 15 upon payment in full of the Credit Obligations and termination of the Commitments).
(v) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b) 11.6 or of the definition of "Required Lenders Lenders" shall be made.
(c) Without the written consent of a Letter of Credit Issuer, no amendment of modification of any Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the Credit Documents.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, thatthat the following shall apply:
(a) Except as provided below, without the written consent of (i) the Required Lenders and (ii) if before the date that the Lead Arranger shall have determined that the Credit Obligations shall have been successfully syndicated, UBS AG, Cayman Islands Branch, no written modification of, amendment to, consent with respect to, Table of Contents waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders owning at least two thirds as own 100% of the Percentage Interests (other than any Delinquent Lenders Lender during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(b) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):,
(i) No no reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees (except those owed solely to the Letter of Credit Issuer, which may be reduced by agreement solely between the Company and the Letter of Credit Issuer) or commitment fees.;
(ii) No no change shall be made in the stated time of payment (or any required prepayment, including any contingent mandatory prepayment) of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable or in the allocation of such payments provided pursuant to all Section 12.4.3 of the Lenders this Agreement, and no waiver shall be made of any Default under Section 8.1.1.;
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No no alteration shall be made of the Lenders' ’ rights of set-off contained in Section 8.2.4.;
(viv) No no release of any Credit Security Collateral or of any Guarantor shall be made (except that the Administrative Agent and/or the Collateral Agent, without the consent of any other party, may release particular items of Credit Security Collateral or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security Collateral pursuant to Section 18 upon payment in full of the Credit Obligations or release any collateral pursuant to any term of any Security Document which permits such release and termination of the Commitments without the written consent of the Lenders).;
(viv) No no amendment to or modification of this Section 12.6(b) or of Section 12.6(c) shall be made; and
(vi) no amendment to or modification of the definition of “Required Lenders Lenders” shall be made.
(c) No increase shall be made in the amount of any Commitment of any Lender (provided that the termination or reduction of the Commitment of any Lender will not be deemed to be an increase in the amount of any Commitment of any other Table of Contents Lender), and no extension shall be made of the term of any Commitment of any Lender, unless such increase or extension, respectively, shall have received the prior written consent of such Lender.
(d) Without the written consent of such Term Lenders as own a majority of the Percentage Interests in the Term Loans (other than any Term Lender that is a Delinquent Lender during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as other Term Lenders with respect to actions enumerated in this clause (d)), no change or waiver shall be made with respect to the mandatory prepayment provisions of Section 4.2.4, 4.2.5 or 4.2.6.
(e) Without the consent of any other Person, the Obligors and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth ---------------------------------- herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:: -------- -------
(a) Without Except as provided below, without the written consent of Lenders owning at least two thirds of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below)Required Lenders, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees (except those owed solely to the Letter of Credit Issuer, which may be reduced by agreement solely between the Company and the Letter of Credit Issuer) or commitment facility fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-set- off contained in Section 8.2.4.
(viv) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(viv) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders Section 12.6(c) shall be made.
(c) No increase shall be made in the amount of any Commitment of any Lender, and no extension shall be made of the term of any Commitment of any Lender, unless such increase or extension, respectively, shall have received the prior written consent of such Lender.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; providedPROVIDED, howeverHOWEVER, that:
(a) Without the written consent of Lenders owning at least two thirds of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under any of the Credit Documents, or under Sections 6.5 through 6.206.16, the related defined terms or this Section 12.6(b) 11.6 shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests in the Revolving Loan (other than Delinquent Lenders during the existence of a Delinquency Period -55- 63 so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(ic) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees or commitment fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without Without the written consent of the Lenders).
(vi) No a Letter of Credit Issuer, no amendment to or of modification of this Section 12.6(b) any Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the definition of Required Lenders shall be madeCredit Documents.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shalla) take or refrain from taking any action under this This Agreement or any other Credit Documentprovision hereof may be amended or terminated by the agreement of the Company and Stockholders holding at least 60% of the outstanding Registrable Securities held by all Stockholders (assuming the conversion of all outstanding Preferred Stock into shares of Common Stock), including giving its written consent to and, except as otherwise provided by this Agreement, the observance of any modification provision of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement that is for the benefit of any party other than the Company may be waived (either generally or in a particular instance, and either retroactively or prospectively), and any consent, approval or other Credit Document action to be given or any Default taken by the Stockholders pursuant to this Agreement may be given or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without taken by the written consent of Lenders owning Stockholders holding at least two thirds 60% of the Percentage Interests outstanding Registrable Securities held by all Stockholders (other than Delinquent Lenders during assuming the existence conversion of all outstanding Preferred Stock into shares of Common Stock). Notwithstanding any provision contained herein to the contrary, (i) no such amendment, termination or waiver shall adversely affect any Stockholder, Series A-2 Stockholder, Series B Stockholder, Series C Stockholder, Series D Stockholder, Series E Stockholder, Series F Stockholder or Series G Stockholder in a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect manner different from or disproportionate to any actions enumerated below)adverse effect such amendment, no written modification of, amendment to, consent with respect to, waiver of compliance with termination or waiver of a Default under would have on any of the Credit Documentsother Stockholder, Series A-2 Stockholder, Series B Stockholder, Series C Stockholder, Series D Stockholder, Series E Stockholder, Series F Stockholder or under Sections 6.5 through 6.20Series G Stockholder, respectively, without such party’s consent, (ii) any person may in writing waive, as to and for itself, the related defined terms benefits of any provision of this Agreement without the consent of any other party, (iii) the right of any Stockholder to appoint an Observer pursuant to Section 2.8 may not be amended, modified or this Section 12.6(bwaived without the consent of that Stockholder, (iv) shall the definition of “Series F Substantial Stockholder” cannot be madeamended, modified or waived without the consent of GE Ventures and (v) the definition of “Series G Substantial Stockholder” cannot be amended, modified or waived without the consent of CHV.
(b) Without No course of dealing between the written Company and any of the Stockholders will operate as a waiver of any of the Company’s or any Stockholder’s rights under this Agreement. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving party. No failure or other delay by any person in exercising any right, power or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
(c) The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.1 shall be binding on all parties hereto, regardless of whether any such party has consented thereto.
(d) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series G Preferred Stock after the date hereof pursuant to the Series G Purchase Agreement or the exercise of any Derivative Security, any purchaser of such Lenders as own 100% shares of Series G Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed a “Series G Stockholder” and a “Stockholder” for all purposes hereunder. No action or consent by the Percentage Interests (other than Delinquent Lenders during Stockholders shall be required to add such Additional Stockholder to the existence Schedule of a Delinquency Period Series G Stockholders hereto or for such joinder to this Agreement by such Additional Stockholder, so long as such Delinquent Lender is treated the same as the other Lenders with respect Additional Stockholder has agreed in writing to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees or commitment fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to bound by all of the Lenders obligations as a “Series G Stockholder” and no waiver shall be made of any Default under Section 8.1.1“Stockholder” hereunder.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders shall be made.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without Except as provided below, without the written consent of the Lenders owning at least two thirds a majority of the Percentage Interests (other than any Delinquent Lenders Lender during the existence of a Delinquency Period or Nonperforming Lender so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, Documents (other than an Interest Rate Protection Agreement) or action taken under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(b) 8.2 shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than any Delinquent Lenders Lender during the existence of a Delinquency Period or Nonperforming Lender so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan (other than amendments and waivers approved by the Required Lenders pursuant to clause (a) that modify defined terms used in calculating the Applicable Margin or that waive an increase in the Applicable Rate as a result of an Event of Default) or (C) the Letter of Credit fees or commitment feesfees with respect to the credit facility provided herein.
(ii) No change shall be made in the stated stated, scheduled time of payment of all or any portion of the Revolving Loan (other than amendments and waivers approved by the Required Lenders pursuant to clause (a) that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow) or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any all or a substantial portion of the Credit Security or of any Guarantor the Guarantors shall be made (except that in any event, the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 17 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b10.6(b) or of the definition of Required Lenders shall be made.
(c) Without the written consent of (i) such Lenders owning at least a majority of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below) and (ii) such Lenders holding a majority of the Percentage Interests in Term Loan B (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), voting as a separate class, no change may be made in the allocation of mandatory prepayments under Section 4.2 and 4.3 between Term Loan A and Term Loan B.
Appears in 1 contract
Samples: Credit Agreement (Playcore Inc)
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement or the documents evidencing any Irish Loan) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without Except as provided below, without the written consent of the Lenders owning at least two thirds a majority of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below)Interests, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, Documents (other than an Interest Rate Protection Agreement or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bdocuments evidencing any Irish Loan) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees or commitment fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security Guarantor or pledged stock of any Guarantor Foreign Subsidiaries shall be made (except that the Agent may release particular items of Credit Security Guarantors or particular Guarantors pledged stock in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b11.6(b) or of the definition of Required Lenders shall be made.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth ---------------------------------- herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:: -------- -------
(a) Without Except as provided below, without the written consent of the Lenders owning at least two thirds 60% of the Percentage Interests (other than disregarding the Percentage Interest of any Delinquent Lenders Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Delinquent Lender is treated the same as equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than disregarding the Percentage Interest of any Delinquent Lenders Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Delinquent Lender is treated the same as equally with the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default) or (C) the Letter of Credit fees or commitment feesfees with respect to the credit facility provided herein.
(ii) No change shall be made in the stated stated, scheduled time of payment of all or any portion of the Revolving Loan (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow) or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any all or a material portion of the Credit Security or of any Guarantor the Guarantors shall be made (except that in any event the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 or releases permitted by Section 6.20.3, including amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18 17 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b10.6(b) or of the definition of Required Lenders shall be made.
(c) Without the written consent of such Lenders owning at least 60% of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the allocation of mandatory prepayments under Section 4.3 between the Term Loan and the Revolving Loan.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth ---------------------------------- herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:: -------- -------
(a) Without Except as provided below, without the written consent of Lenders owning at least two thirds of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below)Required Lenders, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees (except those owed solely to the Letter of Credit Issuer, which may be reduced by agreement solely between the Company and the Letter of Credit Issuer) or commitment facility fees.
(ii) No change shall be made in the stated time of payment of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-set- off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders shall be made.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without Except as provided below, without the written consent of Lenders owning at least two thirds of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below)Required Lenders, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees (except those owed solely to the Letter of Credit Issuer, which may be reduced by agreement solely between the Company and the Letter of Credit Issuer) or commitment facility fees.
(ii) No change shall be made in the stated time of payment (or any required prepayment, including without limitation any contingent mandatory prepayment, in the event that any contingent mandatory prepayment requirement shall have been incorporated into this Agreement by amendment, without in any way obligating the Company or any other party to agree to any such amendment) of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable or in the allocation of such payments provided pursuant to all Section 12.4.3 of the Lenders this Agreement, and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(viv) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(viv) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders Section 12.6(c) shall be made.
(c) No increase shall be made in the amount of any Commitment of any Lender, and no extension shall be made of the term of any Commitment of any Lender, unless such increase or extension, respectively, shall have received the prior written consent of such Lender.
(d) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No amendment to or modification of the definition of "Required Lenders" shall be made.
(ii) No amendment to or modification of this Section 12.6(d) shall be made.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without Except as provided below, without the written consent of the Lenders owning at least two thirds a majority of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without Except as provided below, without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan (other than amendments and waivers that modify defined terms used in calculating the Applicable Margin or that waive an increase in the Applicable Rate as a result of an Event of Default) or (C) the Letter of Credit fees or commitment feesfees with respect to the credit facility provided herein.
(ii) No change shall be made in the stated stated, scheduled time of payment of all or any portion of the Revolving Loan (other than amendments and waivers that modify defined terms used in calculating Consolidated Excess Cash Flow) or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 16 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b10.6(b) or of the definition of Required Lenders shall be made.
(c) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the allocation of mandatory prepayments under Section 4.3 among Term Loan A, the Deferred Term Loan, Term Loan B and the Revolving Loan.
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Agent may (and upon the written request of the Required Lenders the Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:
(a) Without Except as provided below, without the written consent of the Lenders owning at least two thirds a majority of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under under, any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(bDocuments (other than an Interest Rate Protection Agreement) shall be made.
(b) Without Except as provided below, without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
(i) No reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan (other than amendments and waivers that modify defined terms used in calculating the Applicable Margin or that waive an increase in the Applicable Rate as a result of an Event of Default) or (C) the Letter of Credit fees or commitment feesfees with respect to the credit facility provided herein.
(ii) No change shall be made in the stated stated, scheduled time of payment of all or any portion of the Revolving Loan (other than amendments and waivers that modify defined terms used in calculating Consolidated Excess Cash Flow) or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default under Section 8.1.1.
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No alteration shall be made of the Lenders' rights of set-off contained in Section 8.2.4.
(v) No release of any Credit Security or of any Guarantor shall be made (except that the Agent may release particular items of Credit Security or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security pursuant to Section 18 upon payment in full of the Credit Obligations and termination of the Commitments without the written consent of the Lenders).
(vi) No amendment to or modification of this Section 12.6(b) or of the definition of Required Lenders shall be made.fees
Appears in 1 contract
Amendments Consents Waivers Etc. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, thatthat the following shall apply:
(a) Except as provided below, without the written consent of the Required Lenders, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made.
(b) Without the written consent of such Lenders owning at least two thirds as own 100% of the Percentage Interests (other than any Delinquent Lenders Lender during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under any of the Credit Documents, or under Sections 6.5 through 6.20, the related defined terms or this Section 12.6(b) shall be made.
(b) Without the written consent of such Lenders as own 100% of the Percentage Interests (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):,
(i) No no reduction shall be made in (A) the amount of principal of the Revolving Loan or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Revolving Loan or (C) the Letter of Credit fees (except those owed solely to the Letter of Credit Issuer, which may be reduced by agreement solely between the Company and the Letter of Credit Issuer) or commitment fees.;
(ii) No no change shall be made in the stated time of payment (or any required prepayment, including any contingent mandatory prepayment) of all or any portion of the Revolving Loan or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable or in the allocation of such payments provided pursuant to all Section 12.4.3 of the Lenders this Agreement, and no waiver shall be made of any Default under Section 8.1.1.;
(iii) No increase shall be made in the amount, or extension of the term, of the Commitments beyond that provided for under Section 2.
(iv) No no alteration shall be made of the Lenders' ’ rights of set-off contained in Section 8.2.4.;
(viv) No no release of any Credit Security Pledged Collateral or of any Guarantor shall be made (except that the Administrative Agent and/or the Collateral Agent, without the consent of any other party, may release particular items of Credit Security Pledged Collateral or particular Guarantors in dispositions permitted by Section 6.11 and may release all Credit Security Pledged Collateral pursuant to Section 18 upon payment in full of the Credit Obligations or release any collateral pursuant to any term of any Security Document which permits such release and termination of the Working Capital Commitments without the written consent of the Lenders).;
(viv) No no amendment to or modification of this Section 12.6(b) or of Section 12.6(c) shall be made; and
(vi) no amendment to or modification of the definition of “Required Lenders Lenders” shall be made.
(c) No increase shall be made in the amount of any Working Capital Commitment of any Lender (provided that the termination or reduction of the Working Capital Commitment of any Lender will not be deemed to be an increase in the amount of any Working Capital Commitment of any other Lender), and no extension shall be made of the term of any Working Capital Commitment of any Lender, unless such increase or extension, respectively, shall have received the prior written consent of such Lender.
(d) Without the consent of any other Person, the Obligors and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Pledged Collateral or additional property to become Pledged Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
Appears in 1 contract
