Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Samples: Credit Agreement (Bea Systems Inc)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Lenders shall may be required made with respect to (a) any increase in the CommitmentCommitments without the unanimous consent of all of the Lenders, (b) the extension of maturity of the LoansMaturity Date, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Lenders hereunderhereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment or pledge Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of Pledged Securities except as specifically permitted hereunder, all of the Lenders or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only 8.04 hereof without the unanimous consent of all of the Required Lenders shall be necessary Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to amend the definition Lenders required above, affect the rights or duties of “Default Rate” the Agent under this Agreement or to waive any obligation of Borrower to pay interest at the Default Rate or other Loan Document and (ii) to amend the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any financial covenant hereunder Lender may not be increased without the prior written consent of such Lender (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLender is a Defaulting Lender). Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Agent on its behalf, and without further consent of any Lender (but with the consent of the Borrowers and the Agent), to amend and restate this Agreement and the other Loan Documents if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other Debt owing to it or accrued for its account under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Term Loan Agreement (Nordson Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Lenders all Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (a) any increase in the Commitment, (bi) the extension of maturity of the Loansany Note, or of the payment date of interest interest, principal and/or fees thereunder or scheduled principal thereunderhereunder, or the payment date of commitment or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote or in the rate or amount of fees payable pursuant to Section 3.4, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders Banks hereunder, or (diii) any change in any percentage voting requirement, voting rights, or the Required Lenders definition requirement in this Agreement, or (eiv) any change in the dollar amount or percentage of the Banks' Commitments or any Bank's Commitment, or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of (A) any portion of the Collateral (other than assets permitted to be sold or otherwise transferred pursuant to the provisions of this Agreement or of the Security Document encumbering such assets) or (B) the release of Subsidiary Guarantors or any Guarantor thereof from any obligation under any Guaranty of Payment or pledge of Pledged Securities except as specifically permitted hereunderrelease the Borrower from its obligations under Article 5, or (fvii) any amendment change in any provision of this Agreement which requires all of the Banks to take any action under such provision or (viii) any change in Section 11.4, Article 13 or this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder14.1 itself. Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent the Borrower to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentCommitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to of this Section 10.3Section), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge material amount of Pledged Securities Collateral securing the Obligations, except as specifically contemplated in Section 9.8 hereof and as otherwise permitted hereunderunder this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (f) any amendment to this Section 10.3 or Section 8.4 8.5 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in on any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance departure by the Borrower or any other party therefrom, shall may in any event be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks (or signed by the Administrative Agent at the direction of the Majority Banks) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstandingapproval in writing of all the Banks directly and adversely affected by such amendment, unanimous modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent of the Lenders shall may be required with respect to effective:
(a) To increase any increase in the Bank’s Commitment, (b) the extension of maturity of the Loans, the extend scheduled payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application dates of any payments made by Borrower to Loan or Note beyond the Lenders hereunderMaturity Date, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on (other than any Loan or waiver of any increase in the interest rate applicable to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender Loans pursuant to Section 3.6) or fees or other holder amounts owing to the Bank, reduce or forgive the principal amount of a Note the Loans, or extend any scheduled payment dates of principal, interest or fees, or otherwise reduce the principal amount of the Obligations;
(b) To amend or interest in modify the provisions of the definitions of “Maturity Date”, or “Majority Banks” or of this Section 11.2;
(c) To amend or modify any Loanprovision of this Agreement that expressly requires the consent or approval of all the Banks; or
(d) shall be bound by any To extend the Availability Period. In addition, no amendment, modification, supplement, termination, waiver or consent obtained as authorized shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent acting in such capacity under this SectionAgreement or any Note. Any amendment, regardless modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks, the Administrative Agent and the Borrower. Copies of its failure all amendments, modifications, supplements, terminations, waivers and consents shall be distributed to agree theretothe Administrative Agent, each Bank and the Borrower.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Lenders each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(a) any increase in the Commitment, (bi) the extension of maturity of the Loansany Loan or Note of such Lender, or of the payment date of interest interest, principal and/or fees thereunder or scheduled principal thereunderhereunder, or the payment date of commitment or other fees or amounts payable hereunder,
(cii) any reduction in the rate of interest on the Loans (provided that the institution any Loan or Note of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)such Lender, or in any amount of scheduled principal or interest due on any LoanLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of commitment or other fees hereunder or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Lenders hereunder, or
(div) any change in any percentage voting requirement, voting rights, or the Required Lenders definition requirement in this Agreement, or
(ev) any increase in the dollar amount or percentage of such Xxxxxx’s Commitment without such Xxxxxx’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any Guarantor portion of Payment or pledge of Pledged Securities except as specifically permitted hereundercollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or
(fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or
(ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.4 hereof; provided15.1 itself. By way of clarification and not limitation, however, that only the consent all of the Required Lenders shall be necessary deemed to be affected directly by the matters described in each of clauses (iiii), (iv), (vii), (viii) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderix), above. 1095144433\6\AMERICAS Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent the Borrowers to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto.. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) no such waiver, amendment or modification shall amend, modify or otherwise affect the rights or duties of any of the Agent or the Letter of Credit Issuer without its prior written consent; and (iii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by 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. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any increase in the CommitmentCommitment hereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically in connection with a transaction expressly permitted hereunderpursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.8.05
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower or any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Lenders and then the Borrower or the applicable Guarantor, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Lenders shall be required with respect to shall:
(a) waive any increase condition set forth in Section 4.1 without the Commitment, written consent of each Lender;
(b) extend or increase the extension Commitment of maturity any Lender (or reinstate any Commitment terminated pursuant to Section 8.2(a)) without the written consent of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, such Lender;
(c) postpone any reduction in date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest on the Loans specified herein on, any Loan or L/C Borrowing, or (provided that the institution subject to clause (iv) of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant second proviso to this Section 10.3)10.1) any fees or other amounts payable hereunder or under any other Loan Document, or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application computation of any payments made by Borrower to the Lenders hereunder, financial ratio (d) including any change in any percentage voting requirement, voting rights, or applicable defined term) used in determining the Required Lenders definition Applicable Rate that would result in this Agreement, (e) the release a reduction of any Guarantor interest rate on any Loan or any fee payable hereunder without the written consent of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereofeach Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate Rate;
(e) change Section 2.9 or Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(g) release any Guarantor that is a Material Subsidiary from the Guaranty Agreement or Subsidiary Security Agreement to which it is a party without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to amend any financial covenant hereunder Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to Lenders required above, affect the rights or duties of the Agent under this Agreement or any defined term used thereinother Loan Document; and (iv) even if the effect of such amendment would Fee Letter may be to reduce the rate of interest on any Loan amended, or to reduce any fee payable hereunder. Notice of amendments rights or consents ratified privileges thereunder waived, in a writing executed only by the Lenders hereunder parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall be forwarded by Agent have any right to all of the Lenders. Each Lender approve or other holder of a Note (or interest in any Loan) shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree theretoterms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Loan Agreement (Cascade Corp)
Amendments; Consents. No amendmentExcept as otherwise expressly provided in this Agreement, modification, termination, or waiver of any provision of any Loan Document nor this Agreement, the Notes, the Guaranty, the Pledge Agreement or other Related Writing may be amended, waived or consented to if, but only if, such amendment, waiver or consent to any variance therefrom, shall be effective unless the same shall be is in writing and is signed by the Borrower and the Required Lenders and then such waiver Banks (and, if the rights or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent duties of the Lenders shall be required Administrative Agent, the Swingline Lender or the Issuing Bank, in its capacity as Administrative Agent, Swingline Lender or Issuing Bank, as applicable, are affected thereby, by the Administrative Agent, Swingline Lender or Issuing Bank, as applicable); provided that:
(a) no such amendment or waiver with respect to this Agreement, the Notes, the Guaranty, the Pledge Agreement or any other Related Writing shall (a1) unless signed by all the Banks, (i) increase or decrease the Commitment of any increase Bank (except for a ratable decrease in the CommitmentCommitments of all Banks and except as provided in Section 5.08 hereof) or subject any Bank to any additional obligation, (bii) reduce the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunderof, or the payment date of commitment interest or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on on, any Loan (other than the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), Swing Loans) or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment fees or other fees hereunder amounts due the Banks (or any of them) hereunder, change in the manner of pro Pro rata application of any payments payment made by the Borrower to the Lenders Banks hereunder or change the manner of calculating fees or prepayment penalties due hereunder, (diii) postpone the date fixed for any change in any percentage voting requirement, voting rights, payment of principal of or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any fees hereunder (other than the Swing Loans), or for any reduction or termination of any Commitment, (iv) permit the extension of the expiration date of any Letter of Credit beyond twelve (12) months after the Termination Date, (v) release any liability under the Guaranty or any other guarantee in favor of the Banks or release any of the Collateral other than as contemplated by the Pledge Agreement, (vi) modify the definition of “Majority Banks” or "Required Banks" or the number or percentage of the Banks required for the Banks, or any of them, to reduce approve the taking of any fee payable hereunderaction hereunder or under any other Related Writing, or (vii) modify the provisions of this Section 13.02, and (2) unless signed by the Majority Banks, amend or otherwise modify Section 8.14 hereof or Section 9.13 of the Guaranty, and
(b) the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for up to ten (10) days beyond the applicable Swing Loan Maturity Date and decrease the amount of payments on the Swing Loans, without the consent of any other Banks, other than any Bank that has purchased a participation in such Swing Loans pursuant to Section 2.07(c) hereof. Notice of amendments amendments, waivers or consents ratified by the Lenders Majority Banks or Required Banks hereunder shall immediately be forwarded by the Agent to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 13.02, regardless of its failure to agree thereto. Notwithstanding anything contained in this Section 13.02, the provisions of this Section 13.02 shall not alter or amend any other provisions in this Agreement, the Notes, the Guaranty, the Pledge Agreement or other Related Writings specifying requirements for obtaining amendments, waivers or consents that are contrary to the requirements of this Section 13.02 and, to the extent that there are such contrary provisions in this Agreement, the Notes, the Guaranty, the Pledge Agreement or other Related Writings, such contrary provisions shall supersede the provisions of this Section 13.02.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders Banks shall be required with respect to (a) any increase in the CommitmentCommitment hereunder or any part thereof, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders Banks definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities or, except as specifically permitted hereunderset forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided. In addition, however, that only Section 10.11 hereof may not be amended without the prior written consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any Designating Bank, as defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderin Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent Borrower to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3 , regardless of its failure to agree thereto.
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Lenders shall may be required made with respect to (a) any increase in the CommitmentTotal Commitment Amount without the unanimous consent of all of the Banks, (b) the extension of maturity of the LoansMaturity Date, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment or other fees or amounts payable hereunderhereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunderBanks hereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders Banks definition in this AgreementAgreement in each case without the unanimous consent of all of the Banks, (e) the release of any Guarantor of Payment or pledge Payment, if any, except in connection with a transaction permitted pursuant to Section 5.09 hereof, without the unanimous consent of Pledged Securities except as specifically permitted hereunder, all of the Banks or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only 8.04 hereof without the unanimous consent of all of the Required Lenders shall Banks. In addition, the Commitment of any Bank may not be necessary increased without the prior written consent of such Bank (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderBank is a Defaulting Bank). Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks may be effected with the consent of the applicable Banks other than Defaulting Banks), except that any waiver, amendment or modification requiring the consent of all Banks that by its terms affects any Defaulting Bank disproportionately adversely relative to other affected Banks shall require the consent of such Defaulting Bank.
Appears in 1 contract
Samples: Term Loan Facility (Nordson Corp)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Commitmentwritten consent of such Lender, (b) extend or postpone the extension of maturity of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes or Alternative Currency Notes, or in any amount amounts of scheduled principal or interest due on any LoanRevolving Note or Alternative Currency Note, or the payment of commitment facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Lenders hereunderhereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights, or the Required Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunderCompany from its guaranty under Section 11.16, or (f) make any amendment to this Section 10.3 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 8.4 hereof2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Loan Agreement (Moog Inc)
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of no such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized shall:
(a) waive any condition set forth in Section 3.02 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 6.01) without the written consent of such Lender;
(c) postpone any date fixed by this SectionAgreement or any other Loan Document for any scheduled payment of principal, regardless interest, fees or other amounts due to the Lenders (or any of its failure them) or waive or excuse any such payment or postpone any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to agree clause (ii) of the second proviso to this Section 9.04) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(e) change Section 9.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) amend Section 2.12 without the written consent of the Borrower, the Administrative Agent and Lenders holding Commitments aggregating at least 662/3% of the aggregate amount of the Commitments; or
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) Section 9.05(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Samples: Short Term Credit Agreement (Park Place Entertainment Corp)
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of no such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized shall:
(a) waive any condition set forth in Article VIII without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.1) without the written consent of such Lender;
(c) postpone any date fixed by this SectionAgreement or any other Loan Document for any payment or mandatory prepayment of principal, regardless interest, fees or other amounts due to the Lenders (or any of its failure them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to agree clause (ii) of the second proviso to this Section 11.2) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(e) change Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of "Requisite Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Term Notes without the written consent of the Lenders having Pro Rata Shares of the Term Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Term Commitment then in effect;
(h) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Revolving Notes without the written consent of the Lenders having Pro Rata Shares of the Revolving Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Revolving Commitment then in effect;
(i) release from the Guaranties any Subsidiaries having aggregate total assets in excess of $5,000,000 except to the extent that such Subsidiaries are the subject of any Disposition permitted hereby, or to release any assets from the Liens of the Collateral Documents having a value in excess of $5,000,000 (other than in accordance with the terms of the Loan Documents), without the written consent of all Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no amendment, waiver or consent of the Lenders shall be required with respect to shall: ▪ (a) extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to this Agreement, in each case without the written consent of such Lender (it being understood that the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase in the Commitment, of any Commitment of any Lender); BUSINESS.31509358.18 ▪ (b) the extension of maturity of the Loans, the payment postpone any date of interest or scheduled principal thereunderfor, or reduce the amount of, any payment date of commitment principal of, or interest on, any Loan, or any fees or other fees or amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees; ▪ (c) any reduction in reduce the principal of, or the rate of interest on (cash pay interest) specified herein on, or change the Loans currency of, any Loan, (provided it being understood that the institution a waiver of the any Default Rate and a subsequent removal or Event of the Default Rate or mandatory prepayment shall not constitute a decrease in interest rate pursuant to this Section 10.3reduction or forgiveness of principal), or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of a financial ratio (including the definition of Excess Availability) or in the component definitions thereof shall not constitute a reduction in any amount rate of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereoffees based thereon; provided, however, provided however that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower the Borrowers to pay interest at the Default Rate Rate; ▪ (d) change Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan, change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder or any change to the definition of Applicable Percentage without the written consent of each Lender, ▪ (iie) to amend change any financial covenant hereunder percentage voting requirement, the voting rights or the Required Lenders definition without the written consent of each Lender, ▪ (f) change Section 7.4 of this Agreement, without the written consent of each Lender, ▪ (g) other than in a transaction expressly permitted under this Agreement on the Closing Date, release any Borrower without the written consent of each Lender, ▪ (h) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender;
(i) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender; ▪ (j) other than in a transaction expressly permitted under this Agreement on the Closing Date, subordinate (or take any defined term used therein) even if action that has the effect of subordinating) the Lien on all or substantially all of the Collateral granted to secure the Secured BUSINESS.31509358.18 Obligations or subordinate (or take any action that has the effect of subordinating) the Secured Obligations in right of payment, without the written consent of each Lender; ▪ (k) amend this Section 9.14 or Section 9.16 of this Agreement, without the written consent of each Lender; provided however only the consent of the Required Lenders shall be required for a waiver involving any amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided further that no such amendment would be to reduce document shall amend, modify or otherwise affect the rate rights or duties of interest on any Loan or to reduce any fee payable hereunderthe Agent without the prior written consent of the Agent. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) [reserved], (b) if the Agent and the Borrower Representative shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower Representative shall be permitted to amend such provision and (c) the Agent and the Borrower Representative shall be permitted to amend any provision of any Security Document, Guaranty, or enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as required by local law to give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan Document if in the case of amendments contemplated by clause (b) the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), (ii) constituting property being sold or disposed of if the Borrower Representative certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this BUSINESS.31509358.18 Agreement, or (iv) as required to affect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Astronics Corp)
Amendments; Consents. No amendmentSo long as any Senior Indebtedness (including any letter of credit or lender guarantee) is outstanding or there is a commitment to lend any Senior Indebtedness (including any commitment under the Senior Debt Documents) the terms of the Debentures may be amended only with the consent of the Principal Lender, modificationif any. Notwithstanding the foregoing, terminationwithout the consent of the Principal Lender, the Debentures may be amended by the Company and the Holders (x) to cure any ambiguity, defect or inconsistency that does not affect the subordination provisions hereof or the rights of the Senior Lenders, (y) waive or cure any Event of Default hereunder so long as the such waiver or amendment does not change the Maturity Date of the Debentures to an earlier date and (y) to extend the Maturity Date. In addition to the foregoing, no amendment or waiver of any provision of any Loan Document nor consent to any variance therefromthis Agreement, shall be effective unless the same shall be in writing and signed by Holders holding at least a majority of the Required Lenders and principal amount of Debentures then such waiver or consent shall be effective only in outstanding; PROVIDED, HOWEVER, that, without the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous written consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity all of the LoansHolders of the Debentures, no such action may extend the Maturity Date, or reduce the rate or extend the time of payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, thereon (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this except as required under Section 10.37.3), or in reduce the principal amount thereof, if any, thereon, or reduce any amount of scheduled principal payable on redemption or interest due on any Loanrepurchase thereof, impair, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirementrespect adverse to the Holders, voting rightsthe obligation of the Company to repurchase any Debenture at the option of the Holder upon the happening of a Change of Control, change the currency in which the Debentures are payable, or impair or change in any respect adverse to the Required Lenders definition in this Agreement, (e) Holders the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunderright to convert the Debentures into Common Stock subject to the terms set forth herein, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate aforesaid percentage of interest on Debentures, the Holders of which are required to consent to any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any such amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by Borrowers or any other Borrower Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then Borrowers or the applicable Borrower Party, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent shall, unless in writing and signed by each of Lenders directly affected thereby and by Borrowers, and acknowledged by Administrative Agent, do any of the Lenders shall be required with respect to following:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2), except for any such extension or increase made in the Commitmentaccordance with Section 2.12 or Section 2.14, respectively;
(b) the extension postpone any date fixed by this Agreement or any other Loan Document for any payment of maturity of the Loansprincipal, the payment date of interest or scheduled principal thereunderinterest, or the payment date of commitment fees or other fees amounts due to Lenders (or amounts payable hereunder, any of them) hereunder or under any other Loan Document;
(c) any reduction in reduce the principal of, or the rate of interest on specified herein on, any Loan or Letter of Credit borrowing, or any fees or other amounts payable hereunder or under any other Loan Document, or change the Loans (provided manner of computation of any financial covenant used in determining the Applicable Margin that the institution would result in a reduction of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in any interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Requisite Lenders shall be necessary (i) to amend the definition of “"Default Rate” " or to waive any obligation of Borrower Borrowers to pay interest at the Default Rate Rate;
(d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans and Letter of Credit Usage which is required for Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share or Voting Percentage of any Lender (except for any change resulting from Section 2.14 or Section 10.7); or
(f) amend this Section, or any provision herein providing for consent or other action by all Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to amend any financial covenant hereunder the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of Administrative Agent under this Agreement or any defined term used therein) even if other Loan Document. Notwithstanding anything to the effect contrary herein, any Lender that has a Voting Percentage of such amendment would be zero shall not have any right to reduce the rate of interest on any Loan approve or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by disapprove any amendment, waiver or consent obtained as authorized by this Sectionhereunder, regardless except that the Pro Rata Share of its failure to agree theretosuch Lender may not be increased (except for any such increase resulting from Section 2.12 or Section 2.14) without the consent of such Lender.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders Banks shall be required with respect to (a) any increase in the CommitmentCommitment hereunder, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities Pledgor or, except as specifically permitted hereunderset forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.3 or Section 8.4 8.5 hereof; provided. In addition, however, that only Section 10.11 hereof may not be amended without the prior written consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any Designating Bank, as defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderin Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent to all Borrower and each of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by any Borrower Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then the Borrower or the applicable Borrower Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Lenders shall be required with respect to shall:
(a) waive any increase condition set forth in Section 4.01(a) without the Commitment, written consent of each Lender;
(b) extend or increase the extension Commitment of maturity any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, such Lender;
(c) postpone any reduction in date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest on the Loans (provided that the institution specified herein on, any Loan or Letter of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Credit , or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment fees or other fees amounts payable hereunder or under any change in other Loan Document without the manner written consent of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereofeach Lender directly affected thereby; provided, however, that only the consent of the Required Requisite Lenders shall be necessary (i) to amend the definition of “"Default Rate” " or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder. Notice ;
(e) change Section 2.08 in a manner that would alter the pro rata sharing of amendments payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or consents ratified the definition of "Requisite Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release all or a material part of the Collateral, or release any Guarantor from any Guaranty, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders hereunder shall be forwarded by Agent to all required above, affect the rights or duties of the LendersIssuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Each Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or other holder of a Note (or interest in any Loan) shall be bound by disapprove any amendment, waiver or consent obtained as authorized by this Sectionhereunder, regardless except that the Commitment of its failure to agree theretosuch Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Amendments; Consents. No Subject to the terms of the Intercreditor Agreement, no amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders that would be affected thereby, unanimous no amendment, modification, supplement, termination, waiver or consent of the Lenders shall may be required with respect to effective:
(a) any increase in To reduce the Commitmentamount of principal, (b) the extension of maturity of the Loans, the payment date of interest principal prepayments or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)payable on, or in any amount of scheduled principal or interest due on any Loan, or the amount of any fee or other amount payable to any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal or interest;
(b) To postpone any date fixed for any payment of commitment or other fees hereunder principal of, prepayment of principal of, or any change installment of interest on, any Loan, to extend the term of, or increase the amount of, any Lender’s Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the manner of pro rata application Commitment of any payments made by Borrower Lender) or modify the Pro Rata Share of any Lender;
(c) To release collateral in which Lenders have a security interest to secure the Lenders hereunder, performance of Borrower’s obligations under the Loan Documents constituting more than $2,500,000;
(d) any change To release all or substantially all of the Guarantors from the Guaranty except as expressly provided in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, Loan Documents;
(e) To amend the release definition of any Guarantor “Requisite Lenders” or “Pro Rata Share” or the provisions of Payment Section 4, Section 9, this Section 10.1 or pledge of Pledged Securities except as specifically permitted hereunder, or Section 10.6;
(f) To consent to the assignment or transfer by any amendment to Credit Party of any of its rights and obligations under any Loan Document; and
(g) To amend any provision of this Section 10.3 Agreement that expressly requires the consent or Section 8.4 hereofapproval of all Lenders; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by Administrative Agent in addition to Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of Administrative Agent, (ii) the Facilities Letter and the Fee Letter (or any similar letters that may be entered into from time to time) may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto, and (iii) any waiver, amendment or modification of the Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements in writing entered into among the Administrative Agent, the First Lien Administrative Agent (with the consent of the Requisite Lenders but without the consent of any Credit Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Credit Parties or alter or impair any right of any Credit Party under the Loan Documents). Any amendment, modification, supplement, termination, waiver or consent pursuant to this SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders Banks shall be required with respect to (a) any increase in the CommitmentCommitment hereunder, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunderBanks hereunder (provided that this clause (c) shall not apply to any waiver of the application of the Default Rate), (d) any change in any percentage voting requirement, voting rights, or the Required Lenders Banks definition in this Agreement, (e) the release of any Guarantor of Payment or pledge except for the release of Pledged Securities except as specifically a Guarantor of Payment in connection with a transaction expressly permitted hereunderpursuant to this Agreement, or (f) any amendment to this Section 10.3 or Section 8.4 8.5 hereof; provided. No such amendments shall, howeverother than in connection with any “debtor-in-possession” financing, that only subordinate the Obligations in right of payment to any other Indebtedness, in each case, except (x) as contemplated or permitted by this Agreement or the other Loan Documents as in effect on the Effective Date or (y) if such Indebtedness is offered ratably to all Lenders, in each case, without the written consent of each Lender directly and adversely affected thereby; provided further that no such agreement shall adversely modify or otherwise adversely affect the Required Lenders shall be necessary (i) to amend rights or obligations of Agent or the definition Fronting Bank without the prior written consent of “Default Rate” Agent or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderFronting Bank. Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent Borrower to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(a) any increase in the Commitment, (bi) the extension of maturity of the Loansany Note, or of the payment date of interest interest, principal and/or fees thereunder or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, or
(cii) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote or in the rate or amount of fees payable pursuant to Section 3.4, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Lenders hereunder, or
(diii) any change in any percentage voting requirement, voting rights, or the Required Lenders definition requirement in this Agreement, or
(eiv) any increase in the dollar amount or percentage of the Lenders’ Commitments or any Lender’s Commitment without such Lender’s written consent; or
(v) any change in amount or timing of any fees payable under this Agreement, or
(vi) any release of any Guarantor portion of Payment or pledge of Pledged Securities except as specifically permitted hereundercollateral, if any, or any release of any Borrower from its obligations under Article 5, or
(fvii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or
(viii) any change in Section 12.4, Article 14 or this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder15.1 itself. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent the Borrowers to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; and (ii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder not expressly delegated to the Administrative Agent, and no consent to any variance departure by Borrower or any other Loan Party therefrom, shall may in any event be effective unless the same shall be in writing and signed by (i) in all circumstances other than those described in clause (ii) of this sentence, the Required Lenders or such other group of Lenders as are then required to approve of such action under the Co-Lender Agreement (and then such waiver or consent Borrower shall be effective only permitted to rely upon the Administrative Agent’s representation that the applicable Lenders required under the Co-Lender Agreement have approved any of the actions taken by the Administrative Agent under this Section 8.2) or (ii), in the specific instance and for case of the specific purpose for which given. Anything herein to the contrary notwithstandingfollowing actions, unanimous consent all of the Lenders shall be or such other group of Lenders as are then required with respect to approve of such action under the Co-Lender Agreement:
(a) any increase in To amend, modify, forgive, reduce or waive the Commitment, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunderof, or the payment date amount of commitment principal under, principal prepayments on, interest or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)payable on, or in any amount of scheduled principal or interest due on any LoanNote, or the payment amount of the Commitments or the Percentage of any Lender or the amount of any commitment or other fees hereunder fee payable to any Lender, or any change in other fee or amount payable to any Lender under the manner Loan Documents or to waive a Default consisting of pro rata application the failure of any payments made by Borrower to the Lenders hereunderpay when due principal, interest or any fee (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, it being understood and agreed that only the consent approval of the Required Lenders shall be necessary required for any modification that increases the rate of interest or the amount of fees payable by Borrower hereunder);
(ib) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Commitments;
(c) To amend the provisions of the definition of “Default RateDefault”, “Required Lenders”, or “Facility Termination Date” or to the provisions of Section 2.5 or of Section 6.18;
(d) To amend or waive any obligation of Borrower to pay interest at the Default Rate or this Section 8.2;
(iie) to To amend any financial covenant hereunder (provision of this Agreement that expressly requires the consent or any defined term used therein) even if the effect approval of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders to require a lesser number of Lenders to approve such action;
(f) To release Borrower or any guarantor or any Collateral or to subordinate the Lenders’ security interest in the Collateral, except as specifically provided herein or in the Security Documents; or
(g) To amend the Co-Lender Agreement or otherwise change the manner of distribution of any payments to the Lenders or the Administrative Agent, or the allocation of any such payments among the Lenders; and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a party, signed by each such party, and, in the case of any amendment, modification or supplement to Section 2.4 or Article 10, signed by the Administrative Agent. In addition, the Administrative Agent agrees that it shall not, without first obtaining the prior approval of the Required Lenders, approve any amendment, modification or change to the Ground Lease which materially diminishes the rights of the Owner or leasehold mortgagees thereunder or materially increases the obligations of the Owner thereunder. Owner shall be entitled to rely on any such approval given by the Administrative Agent without any obligation to confirm that the Administrative Agent has obtained any such approval from the Required Lenders. Each No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender or other holder to fund more than its Commitment of a Note (or interest in Request for an Advance, without the approval of any Loan) shall be bound by any Lender affected thereby. Any amendment, modification, supplement, termination, waiver or consent obtained as authorized by pursuant to this SectionSection 8.2 shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all the Lenders and the Administrative Agent.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Lenders shall may be required made with respect to (a) any increase in the CommitmentTotal Commitment Amount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the LoansFive Year Term Loan Maturity Date or the Three Year Term Loan Maturity Date, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment or other fees or amounts payable hereunderhereunder in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunderhereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment or pledge Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of Pledged Securities except as specifically permitted hereunder, all of the Lenders or (f) any amendment to this Section 10.3 Section 10.03 or Section 8.4 hereof; provided, however, that only Section 8.04 hereof without the unanimous consent of all of the Required Lenders shall Lenders. In addition, the Commitment of any Lender may not be necessary increased without the prior written consent of such Lender (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLender is a Defaulting Lender). Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Term Loan Agreement (Nordson Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Lenders each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(a) any increase in the Commitment, (bi) the extension of maturity of the Loansany Loan or Note of such Lender, or of the payment date of interest interest, principal and/or fees thereunder or scheduled principal thereunderhereunder, or the payment date of commitment or other fees or amounts payable hereunder,
(cii) any reduction in the rate of interest on the Loans (provided that the institution any Loan or Note of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)such Lender, or in any amount of scheduled principal or interest due on any LoanLoan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or the payment of commitment or other fees hereunder or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Lenders hereunder, or
(div) any change in any percentage voting requirement, voting rights, or the Required Lenders definition requirement in this Agreement, or
(ev) any increase in the dollar amount or percentage of such Lender’s Commitment without such Lender’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any Guarantor portion of Payment or pledge of Pledged Securities except as specifically permitted hereundercollateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or
(fviii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or
(ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 10.3 or Section 8.4 hereof; provided15.1 itself. By way of clarification and not limitation, however, that only the consent all of the Required Lenders shall be necessary deemed to be affected directly by the matters described in each of clauses (iiii), (iv), (vii), (viii) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderix), above. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent the Borrowers to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) no such waiver, amendment or modification shall amend, modify or otherwise affect the rights or duties of any of the Agent or the Letter of Credit Issuer without its prior written consent; and (iii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).
Appears in 1 contract
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Credit Party therefrom shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Lenders shall may be required with respect to effective:
(a) any increase in To reduce the Commitmentamount of principal, (b) the extension of maturity of the Loans, the payment date of interest principal prepayments or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)payable on, or in any amount of scheduled principal or interest due on any Loan, or the amount of any fee or other amount payable to any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee; or
(b) To postpone any date fixed for any payment of commitment or other fees hereunder principal of, prepayment of principal of, or any change installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the manner of pro rata application Commitment of any payments made by Borrower to Lender) or modify the Lenders hereunderPro Rata Share of any Lender; or
(c) To amend or waive the provisions of the definition of "Requisite Lenders", Sections 4, 9, this Section 10.01 or Section 10.06; or
(d) To amend any change in any percentage voting requirement, voting rights, provision of this Agreement that expressly requires the consent or the Required Lenders definition in this Agreement, approval of all Lenders; or
(e) To discharge any Guarantor, or release or subordinate in any transaction or related series of transactions the release Lien under the Collateral Documents in Collateral having a fair market value of any Guarantor of Payment or pledge of Pledged Securities more than $1,000,000, except as specifically permitted hereunder, otherwise may be provided in the Collateral Document or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only except where the consent of the Required Requisite Lenders shall be necessary only is specifically provided for; provided that (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by Letter of Credit Issuer in addition to Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of Letter of Credit Issuer, (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Agent, (iii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Swing Line Lender, (iv) the fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto; and (v) the Loans, Commitments and Pro Rata Shares may be transferred as contemplated by Section 10.04. Any amendment, modification, supplement, termination, waiver or consent pursuant to this SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Agent.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by 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. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any increase in the CommitmentCommitment hereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically in connection with a transaction expressly permitted hereunderpursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.8.05
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any increase in the CommitmentCommitment hereunder, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any collateral securing any part of the Debt or the release of any Guarantor of Payment, except for the release of any collateral or any Guarantor of Payment or pledge of Pledged Securities except as specifically in connection with a transaction expressly permitted hereunderpursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.4 8.04 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent Borrower to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.13 hereof may not be amended without the prior written consent of any Designating Lender, as defined in Section 10.13 hereof, affected thereby.
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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 any amendment, modification, termination, or waiver of any provision of Section 2.02(c) shall also require the consent of all LC Issuers. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any increase in the CommitmentCommitment hereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically in connection with a transaction expressly permitted hereunderpursuant to this Agreement, or (f) any amendment to this Section 10.3 10.03 or Section 8.4 8.05 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent Borrower to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding any of the foregoing, this Agreement may be amended to extend the Commitment Period or to provide for additional Commitments in the manner contemplated by Section 2.10(b) and without any additional consent.
(b) If, (i) any Lender becomes a Defaulting Lender or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated by this Section 10.03 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then Borrower may, at its sole expense and effort, upon notice to such Defaulting Lender or Non-Consenting Lender, as applicable, and Agent, require such Defaulting Lender or Non-Consenting Lender, as applicable, to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee that is an eligible assignee under Section 10.10(a) of this Agreement that shall assume such obligations; provided that (A) Borrower shall have received the prior written consent of Agent and each LC Issuer, which consents shall not be unreasonably withheld or delayed, (B) such Defaulting Lender or Non-Consenting Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including any prepayment costs under Section 2.08 and any other amounts accrued and owing to such Defaulting Lender or Non-Consenting Lender, as applicable, under Article 3 hereof, and (C) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, such assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Defaulting Lender or Non-Consenting Lender, as applicable, and is being replaced in accordance with this Section 10.03(b), it shall execute and deliver to Agent an Assignment Agreement to evidence such assignment and shall deliver to Agent any Notes previously delivered to such Defaulting Lender or Non-Consenting Lender, as applicable. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Amendments; Consents. No amendmentAdministrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, modificationconditions or agreements set forth in Article 9 or as to any other matter in this Agreement or any other Loan Document respecting payments to Administrative Agent or Lenders as among themselves or the required number of Lenders to approve or disapprove any matter or to take or refrain from taking any action, terminationwithout the consent of Borrower or any other person or entity or the execution by Borrower or any other person or entity of any such amendment or intercreditor agreement. Subject to the foregoing, Administrative Agent may amend or waiver of waive any provision of this Agreement, or any other Loan Document nor Document, or consent to any variance therefrom, shall be effective unless departure by any party to the same shall be in writing and signed by Loan Documents therefrom with the prior written consent of the Required Lenders and then Borrower or the applicable party to the Loan Documents, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; provided further, however, no such amendment, waiver or consent shall, without the contrary notwithstanding, unanimous consent of the all Lenders shall be required with respect to (other than Defaulting Lenders):
(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the any Lender’s Commitment, );
(b) the extension of maturity of the Loanspostpone any date fixed by this Agreement, the Notes or any other Loan Document for any payment date or mandatory prepayment of interest or scheduled principal thereunderprincipal, or the payment date of commitment interest, fees or other fees amounts due to Lenders (or amounts payable hereunderany of them) hereunder or under the Notes or any other Loan Document, without the written consent of each Lender directly affected thereby;
(c) any reduction in reduce the principal of, or the rate of interest on the Loans (provided that the institution specified herein on, any portion of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment any fees or other fees hereunder amounts payable under this Agreement, the Notes or any change in other Loan Document, without the manner written consent of pro rata application of any payments made by Borrower to the Lenders hereunder, each Lender directly affected thereby; provided;
(d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default RatePro Rata Share” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any obligation rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(e) amend this Section 10.2 without the written consent of each Lender;
(f) release the liability of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used thereinexisting Parent without the written consent of each Lender;
(g) even if permit the sale, transfer, pledge, mortgage or assignment of any Collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents as in effect on the Closing Date, without the written consent of such amendment would be each Lender;
(h) transfer or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders transfer or sell, any Collateral, except as provided in Section 9.12 as in effect on the Closing Date without the written consent of each Lender; or
(i) amend the Guaranty, or release Parent from any of its obligations thereunder; and, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder required above, affect the rights or duties of Administrative Agent under this Agreement, the Notes or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall be forwarded by Agent have any right to all of the Lenders. Each Lender approve or other holder of a Note (or interest in any Loan) shall be bound by disapprove any amendment, waiver or consent obtained as authorized by hereunder, except that the Commitment of such Lender may not be increased without the consent of such Lender. The granting or withholding of the consents required pursuant to this Section, regardless Section 10.2 shall be within the sole discretion of its failure to agree theretothe applicable Lenders.
Appears in 1 contract
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Lenders shall may be required with respect to effective:
(a) any increase in To reduce the Commitmentamount of principal, (b) the extension of maturity of the Loans, the payment date of interest principal prepayments or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)payable on, or in any amount of scheduled principal or interest due on any Loan, or the amount of any fee or other amount payable to any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of any Borrower Party to pay when due principal, interest or any commitment fee;
(b) To postpone any date fixed for any payment of commitment or other fees hereunder principal of, prepayment of principal of, or any change installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or, except as provided in SECTION 2.12, increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the manner of pro rata application Commitment of any payments made by Borrower to Lender) or, except as provided in SECTION 2.12, modify the Lenders hereunder, Pro Rata Share of any Lender;
(c) To amend the provisions of the definition of "REQUISITE LENDERS," this SECTION 10.01 or SECTION 10.06;
(d) any change in any percentage voting requirement, voting rights, Release all or substantially all of the Required Lenders definition in this Agreement, Subsidiary Guarantors; or
(e) To amend any provision of this Agreement that expressly requires the release consent or approval of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunderall Lenders. PROVIDED, or (f) any amendment to this Section 10.3 or Section 8.4 hereof; provided, howeverHOWEVER, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by the Issuing Lender in addition to the Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of the Issuing Lender under any Loan Document relating to Letters of Credit, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent under any Loan Document, (iii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Swing Line Lender under any Loan Document, and (iv) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (K2 Inc)
Amendments; Consents. No amendment, modification, terminationsupplement, -------------------- extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Required Lenders Requisite Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Lenders shall may be required with respect to effective:
(a) any increase in To reduce the Commitmentamount of principal, (b) the extension of maturity of the Loans, the payment date of interest principal prepayments or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)payable on, or in any amount of scheduled principal or interest due on any Loan, or the amount of any fee or other amount payable to any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee;
(b) To postpone any date fixed for any payment of commitment or other fees hereunder principal of, prepayment of principal of, or any change installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the manner of pro rata application Commitment of any payments made by Borrower to Lender) or modify the Lenders hereunderPro Rata Share of any Lender;
(c) To amend the provisions of the definition of "Requisite Lenders", ----------------- Sections 4 or 9 or this Section 10.01; ---------- - -------------
(d) any change in any percentage voting requirement, voting rights, To release all or substantially all of the Required Lenders definition in this Agreement, collateral securing the Obligations;
(e) To release all or substantially all of the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or guarantors from their Obligations under the Guaranties; or
(f) To amend any amendment to provision of this Section 10.3 Agreement that expressly requires the consent or Section 8.4 hereof; approval of all Lenders. provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any no amendment, waiver or consent obtained shall, unless in -------- ------- writing and signed by Issuing Lender in addition to the Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of Issuing Lender under any Loan Document relating to Letters of Credit and (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this SectionSection shall apply equally to, regardless of its failure to agree theretoand shall be binding upon, all Lenders and Administrative Agent.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, and the unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity or postponement of the LoansRevolving Credit Maturity Date or the Term Loan Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount amounts of scheduled principal or interest due on any Loan, Note or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (ed) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereundermaterial Collateral other than in connection with a Permitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.3 or Section 8.4 hereof9.14; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures, Term Credit Commitment and Unused Revolving Credit Commitment. A Defaulting Lender shall be deemed to have satisfied in full a default when and if, as a result of application of payments as provided in Section 2.15 of this Agreement, the Lenders’ respective pro rata shares of all outstanding Loans and unpaid reimbursement obligations have returned to those in effect immediately prior to such default and without giving effect to the nonpayment causing such default.
Appears in 1 contract
Samples: Credit Agreement (Astronics Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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 no consent of waiver shall be effective to the extent additional obligations are imposed on Agent or Canadian Funding Agent (in its capacity as Agent or Canadian Funding Agent) without its consent. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, the US Revolving Credit Commitment or the Canadian Revolving Credit Commitment, (b) the extension of maturity of the Loans, the scheduled (but not the date of any mandatory prepayment) payment date of interest or scheduled principal thereunder, or the payment date of commitment facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to of this Section 10.3Section), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Lenders hereunder, other than as provided in Section 2.14 hereof, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment (except in connection with a merger, disposition or pledge of Pledged Securities except as specifically other transaction permitted hereunder), or (f) any amendment to this Section 10.3 or Section 8.4 8.5 or 9.9 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Samples: Credit Agreement (Smucker J M Co)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Commitmentwritten consent of such Lender, (b) extend or postpone the extension of maturity of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes or Alternative Currency Notes, or in any amount amounts of scheduled principal or interest due on any LoanRevolving Note or Alternative Currency Note, or the payment of commitment facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by Borrower the Borrowers to the Lenders hereunderhereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights, or the Required Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the release Company from its guaranty under Section 11.16 without the written consent of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereundereach Lender, or (f) make any amendment to this Section 10.3 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 8.4 hereof2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Loan Agreement (Moog Inc.)
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Lenders shall be required with respect to shall: (a) extend or increase the Commitment of any increase in Lender without the Commitment, written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension delay or waiver of maturity any mandatory prepayment) of the Loansprincipal, the payment date of interest or scheduled principal thereunderinterest, or the payment date of commitment fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)specified herein on, any Loan or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment fees or other fees amounts payable hereunder or under any change in other Loan Document, without the manner written consent of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereofeach Lender directly affected thereby; provided, however, that only the consent of the Required Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) even if change the effect of such amendment would be provisions requiring pro rata payments to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder shall be forwarded by Agent to or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Lenders. Each Lender Guarantors from this Agreement, any Guaranty or other holder release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Note Disposition permitted by the provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or interest (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any Loan) shall be bound by right to approve or disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree thereto.terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Fusion NBS Acquisition Corp. Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Fusion Telecommunications International Inc)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentLenders’ Commitment hereunder or any part thereof, (b) the extension of maturity or postponement of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes or Alternative Currency Notes, or in any amount amounts of scheduled principal or interest due on any LoanRevolving Note or Alternative Currency Note, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereundermaterial Collateral other than in connection with a Permitted Disposition which the Administrative Agent alone may release, or (f) any amendment to this Section 10.3 or Section 8.4 hereof10.14; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.
Appears in 1 contract
Samples: Loan Agreement (Moog Inc)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentCommitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of o f the Default Rate shall not constitute a decrease in interest rate pursuant to of this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment or pledge of Pledged Securities Payment, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 8.5 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Lenders shall may be required made with respect to (a) any increase in the CommitmentTotal Commitment Amount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the LoansFive Year Term Loan Maturity Date, the Three Year Term Loan Maturity Date or the Eighteen Month Term Loan Maturity Date, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunderhereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment or pledge Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of Pledged Securities except as specifically permitted hereunder, all of the Lenders or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only 8.04 hereof without the unanimous consent of all of the Required Lenders shall be necessary Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to amend the definition Lenders required above, affect the rights or duties of “Default Rate” the Agent under this Agreement or to waive any obligation of Borrower to pay interest at the Default Rate or other Loan Document and (ii) to amend the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any financial covenant hereunder Lender may not be increased without the prior written consent of such Lender (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLender is a Defaulting Lender). Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Term Loan Agreement (Nordson Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (with the understanding, however, that, with respect to the application of the mandatory prepayment provisions set forth in Section 2.8 hereof to the Term Loan, the consent of Term Lenders holding at least fifty-one percent (51%) of the aggregate amount outstanding under the Term Notes shall be required to amend or waive such provisions). Anything herein to the contrary notwithstanding, unanimous the prior written consent of all of the Lenders affected thereby shall be required with respect to (a) any increase in the CommitmentCommitment (or any part thereof), except pursuant Section 2.7(c) hereof, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or reimbursement obligations with respect to any Letter of Credit, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower or the Collateral Agent to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically any Collateral in excess of Five Million Dollars ($5,000,000) during any fiscal year of Borrower (other than the release of any Collateral in connection with a transaction that shall be expressly permitted hereunderpursuant to the terms of this Agreement), or (f) any amendment to this Section 10.3 11.3 or Section 8.4 8.5 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Global Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 11.11 hereof may not be amended without the prior written consent of any Designating Lender, as defined in Section 11.11 hereof, affected thereby.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentCommitment hereunder (except as specified in Section 2.10(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to of this Section 10.3Section), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge material amount of Pledged Securities Collateral securing the Obligations, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 11.3 or Section 8.4 9.5 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No Except as otherwise expressly provided herein, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentCommitment hereunder, (b) the extension of maturity of the LoansNotes, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunderhereunder (including, without limitation, any change in the method used to compute such interest or fees), (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Notes, or in any amount of scheduled principal or interest due on any LoanNote, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge with assets in excess of Pledged Securities except as specifically permitted hereunderOne Million Dollars ($1,000,000) or, in addition to any release of collateral contemplated in Section 5.12 hereof, any release of collateral in excess of the aggregate of One Million Dollars ($1,000,000) during each calendar year (Agent is authorized by the Lenders to execute appropriate release documents in connection with the foregoing), or (f) any amendment to this Section 10.3 or Section 8.4 8.5 hereof; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent TCC to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the CommitmentLenders' Commitment hereunder or any part thereof, (b) the extension of maturity or postponement of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes, or in any amount amounts of scheduled principal or interest due on any LoanRevolving Note, or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunderpayment, or (f) any amendment to this Section 10.3 or Section 8.4 hereof9.14; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving either (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any reduction in the amount of Net Proceeds required to amend any financial covenant hereunder (or any defined term used thereinbe applied to prepay the Loans as provided in Section 2.9(b) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderthis Agreement. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Revolving Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Required Lenders", a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and unused Commitments.
Appears in 1 contract
Samples: Credit Agreement (Cuno Inc)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the Total Commitment without the consent of all of the Lenders, and the unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity or postponement of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes, or in any amount amounts of scheduled principal or interest due on any Loan, Revolving Note or the payment of commitment facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (ed) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereundermaterial Collateral other than in connection with a Permitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.3 or Section 8.4 hereof9.14; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.
Appears in 1 contract
Samples: Credit Agreement (Astronics Corp)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders Banks shall be required with respect to (a) any increase in the CommitmentTotal Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of the Loansany Loan, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower Borrowers to the Lenders Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders Banks definition in this Agreement, (e) the release of any Guarantor of Payment Payment, if any, or pledge of Pledged Securities the Nordson Guaranty, except as specifically in connection with a transaction permitted hereunderpursuant to Section 5.09 hereof, or (f) any amendment to this Section 10.3 or Section 8.4 8.04 hereof; provided. In addition, however, that only the Revolving Commitment of any Bank may not be increased without the prior written consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderBank. Notice of amendments or consents ratified by the Lenders Banks hereunder shall immediately be forwarded by Agent to all of the LendersBanks. Each Lender Bank or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.
Appears in 1 contract
Samples: Credit Agreement (Nordson Corp)
Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Lenders shall be required with respect to shall: (a) extend or increase the Commitment of any increase in Lender without the Commitment, written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension delay or waiver of maturity any mandatory prepayment) of the Loansprincipal, the payment date of interest or scheduled principal thereunderinterest, or the payment date of commitment fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)specified herein on, any Loan or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment fees or other fees amounts payable hereunder or under any change in other Loan Document, without the manner written consent of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereofeach Lender directly affected thereby; provided, however, that only the consent of the Required Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) even if change the effect of such amendment would be provisions requiring pro rata payments to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder shall be forwarded by Agent to or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Lenders. Each Lender Guarantors from this Agreement, any Guaranty or other holder release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Note Disposition permitted by the provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or interest (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any Loan) shall be bound by right to approve or disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its failure to agree theretoterms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Fusion Telecommunications International Inc)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Commitmentwritten consent of such Lender, (b) extend or postpone the extension of maturity of the LoansRevolving Credit Maturity Date, the payment date dates of interest or scheduled principal thereunder, or the payment date of commitment facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Revolving Notes or Alternative Currency Notes, or in any amount amounts of scheduled principal or interest due on any LoanRevolving Note or Alternative Currency Note, or the payment of commitment facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunderhereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights, or the Required Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except material Collateral other than as specifically permitted hereunderprovided below, or (f) make any amendment to this Section 10.3 10.14 without the written consent of each Lender, or (g) change Section 8.4 hereof2.15, without the written consent of each Lender other than any Defaulting Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, that only the consent of the Required Lenders shall be necessary required for a waiver involving (i) to amend the definition applicability of “any post-Event of Default Rate” interest rate increase or to waive any obligation the applicability of Borrower to pay interest at the Default Rate or on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to amend be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any financial covenant other amendment hereunder (or any defined term used therein) even if under the effect other Loan Documents which does not specifically require unanimous consent of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Loan Agreement (Moog Inc)
Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Lenders shall may be required made with respect to (a) any increase in the CommitmentTotal Commitment Amount without the unanimous consent of all of the Lenders, (b) the extension of maturity of the LoansMarch 2024 Term Loan Maturity Date, the March 2020 Term Loan Maturity Date or the September 2022 Term Loan Maturity Date, the payment date of interest or scheduled principal thereunderwith respect thereto, or the payment date of commitment or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3)Loans, or in any amount of scheduled principal or interest due on any Loan, or any reduction in the payment amount of commitment or other fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunderhereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment or pledge Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of Pledged Securities except as specifically permitted hereunder, all of the Lenders or (f) any amendment to this Section 10.3 10.03 or Section 8.4 hereof; provided, however, that only 8.04 hereof without the unanimous consent of all of the Required Lenders shall be necessary Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to amend the definition Lenders required above, affect the rights or duties of “Default Rate” the Agent under this Agreement or to waive any obligation of Borrower to pay interest at the Default Rate or other Loan Document and (ii) to amend the Effective Date Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Commitment of any financial covenant hereunder Lender may not be increased without the prior written consent of such Lender (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunderLender is a Defaulting Lender). Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Term Loan Agreement (Nordson Corp)
Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Lenders Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous (x) the consent of the Supermajority Lenders shall be required with respect to (a) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any increase in component definition used therein (including the Commitmentdefinitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory” and “Value”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Co-Collateral Agents to change, establish or eliminate any Reserves and (b) increase the extension percentages set forth in the term “Borrowing Base” or add any new classes of maturity eligible assets thereto; provided however that no such amendment, waiver or consent shall:
(a) extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to this Agreement, in each case without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Loans, the payment Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(b) postpone any date of interest or scheduled principal thereunderfor, or reduce the amount of, any payment date of commitment principal of, or interest on, any Loan or LC Disbursement, or any fees or other fees or amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees;
(c) any reduction in reduce the principal of, or the rate of interest on specified herein on, or change the Loans currency of, any Loan, (provided it being understood that the institution a waiver of the any Default Rate and a subsequent removal or Event of the Default Rate or mandatory prepayment shall not constitute a decrease in interest rate pursuant to this Section 10.3reduction or forgiveness of principal), or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of a financial ratio (including the definition of Excess Availability) or in the component definitions thereof shall not constitute a reduction in any amount rate of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereoffees based thereon; provided, however, provided however that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower the Borrowers to pay interest at the Default Rate Rate;
(d) change Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder or any change to the definition of Applicable Percentage without the written consent of each Lender,
(iie) to amend change any financial covenant hereunder percentage voting requirement, the voting rights, the Required Lenders definition, the Specified Required Lenders definition or the Supermajority Lenders definition, without the written consent of each Lender,
(f) change Section 7.4 of this Agreement, without the written consent of each Lender,
(g) other than in a transaction expressly permitted under this Agreement on the Closing Date, release any Borrower without the written consent of each Lender,
(h) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender;
(i) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(j) other than in a transaction expressly permitted under this Agreement on the Closing Date, subordinate (or take any defined term used therein) even if action that has the effect of subordinating) the Lien on all or substantially all of the Collateral granted to secure the Secured Obligations or subordinate (or take any action that has the effect of subordinating) the Secured Obligations in right of payment, without the written consent of each Lender;
(k) amend this Section 9.14 or Section 9.16 of this Agreement, without the written consent of each Lender;
(l) (x) amend, reduce, waive or eliminate any of the covenants set forth in Sections 6.13, 6.14, 6.15 or 6.16 of this Agreement or (y) waive the delivery of the financial statements required by 5.2(a), (b), (e) or (j) of this Agreement, in either case, without the written consent of the Specified Required Lenders; provided however only the consent of the Required Lenders shall be required for a waiver involving any amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided further that no such amendment would be document shall amend, modify or otherwise affect the rights or duties of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender, as the case may be, and any change to reduce Section 2.15 shall require the rate consent of interest on any Loan or to reduce any fee payable hereundereach of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. This Section 9.14 shall be subject to any contrary provision of Section 2.25. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) amendments and modifications in connection with the transactions provided for by Section 2.25 that benefit existing Lenders may be effected without such Lenders’ consent, (b) if the Agent and the Borrower Representative shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower Representative shall be permitted to amend such provision and (c) the Agent and the Borrower Representative shall be permitted to amend any provision of any Security Document, Guaranty, or enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as required by local law to give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan Document if in the case of amendments contemplated by clause (b) the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.
Appears in 1 contract
Samples: Credit Agreement (Astronics Corp)
Amendments; Consents. No amendment, modification, termination, amendment or waiver of any provision of this Agreement or any other Loan Document nor Document, and no consent to any variance departure by the Borrower, any other Obligor or the Permitted Investor therefrom, shall be effective unless the same shall be in writing and signed by the Required Requisite Lenders and then the Borrower, the applicable Obligor or the Permitted Investor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Lenders shall be required with respect to shall:
(a) waive any increase condition set forth in Section 8.1 without the Commitment, written consent of each Lender;
(b) extend or increase the extension Commitment of maturity any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction in of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest on the Loans specified herein on, any Loan or (provided that the institution subject to clause (iv) of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant second proviso to this Section 10.3), or in 11.2) any amount of scheduled principal or interest due on any Loan, or the payment of commitment fees or other fees amounts payable hereunder or under any change in other Loan Document without the manner written consent of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.4 hereofeach Lender directly affected thereby; provided, however, that only the consent of the Required Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate Rate;
(e) change Section 9.2(d) or Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(iif) to amend change any financial covenant hereunder (provision of this Section or the definition of “Requisite Lenders” or any defined term used thereinother provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) even if release any of the effect Collateral having an aggregate fair market value in excess of such amendment would be to reduce the rate of interest on $2,000,000 (except as otherwise provided in any Loan or to reduce Document); or
(h) release any fee payable hereunder. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all Guarantor from its guaranty of the Lenders. Each Obligations without the written consent of each Lender or other holder of a Note (or interest except as otherwise provided in any LoanLoan Document); and, provided further, that (i) shall be bound by any no amendment, waiver or consent obtained as authorized shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lenders under this SectionAgreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, regardless waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of its failure the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to agree the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
