Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 3 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Title Group, Inc.), Credit Agreement (Fidelity National Title Group, Inc.)
Amendments, Etc. No amendment amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall may in any event be effective unless in writing signed by the Required Lenders and Administrative Agent with the Borrower and acknowledged by written approval of the Administrative AgentMajority Lenders, and each such waiver or consent shall be effective then only in the specific instance and for the specific purpose for which given; providedand without the approval in writing of all the Lenders, however, that no such amendment, waiver modification, supplement, termination, waiver, or consent shallmay be effective:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the amount of principal, principal prepayments, or the rate of interest specified herein payable on, any LoanObligation or increase the amount of any Commitment or decrease the amount of any fee payable to any Lender;
(b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation or any installment of any fee or to extend the term of any Commitment;
(c) to amend or modify the provisions of (i) the definitions of “Commitment” or “Majority Lenders” in Section 1.01, or (subject to clause (iii)ii) of the second proviso to this Section 10.0111.01, Sections 2.11, 11.08 or 11.17 or Article VIII;
(d) to amend or modify any fees or other amounts payable hereunder or under any other Loan Document without the written consent provision of each Lender directly affected thereby; provided, however, this Agreement that only expressly requires the consent or approval of all the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;Lenders; or
(e) change Section 2.12 or Section 8.03 or to release the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each LenderGuaranty; or
(f) 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 amendand provided, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Lenders required aboveor all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; . Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.01 shall apply equally to and (iii) be binding upon, all of the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoLenders. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 3 contracts
Samples: Credit Agreement (Avery Dennison Corp), Credit Agreement (Avery Dennison Corporation), Credit Agreement (Avery Dennison Corporation)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, Seller or Servicer therefrom shall be effective unless in a writing signed by the Required Lenders Majority Purchasers and, in the case of any amendment, by the Seller and the Borrower Servicer and acknowledged by the Administrative Agentthen such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) other than an amendment to extend the scheduled Termination Date, no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of amendment shall be effective unless each Lender;
(b) extend or increase the Commitment of any Lender Note Issuer that is a Purchaser (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02the applicable Purchaser Agent on its behalf) without shall have received written confirmation by the written consent Rating Agencies that such amendment shall not cause the rating on the then outstanding Notes of such Lender;
Note Issuer to be downgraded or withdrawn; (cii) 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) no amendment shall be effective which would reduce the principal ofamount of Investment or Discount, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to any Purchaser hereunder, or under delay any other Loan Document without scheduled date for payment thereof (including any scheduled occurrence of the Termination Date) absent the prior written consent of such Purchaser; (iii) no increase in a Purchaser’s Maximum Commitment shall be effective without the prior written consent of such Purchaser; (iv) no amendments to this Section 6.1 or to the definition of Majority Purchasers shall be effective without the prior written consent of all Purchasers and (v) no amendments to Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.10, 1.11, 1.12, 3.1, 3.2, Article V, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.9, 6.10, 6.11 or 6.13 or the definitions of Applicable Margin, Bank Rate, Base Rate, Carry Costs, CP Rate, Discount, Eurodollar Rate, Federal Funds Rate, Investment, Investment Share, Level One Trigger, LIBOR Participation, Loss Percentage, Loss Reserve, Loss Reserve Ratio, Net Receivables Pool Balance, Normal Concentration Percentage, Program Fee, Special Obligor, Termination Date, Termination Fee, Yield Period, or any definitions incorporated in such definitions, shall be effective in each Lender directly affected thereby; provided, however, that only case without the consent of the Required Lenders Majority Purchasers and the Agent; and provided, further, that no such amendment shall be necessary in any way amend any provisions of this Agreement applicable to waive any obligation the rights or obligations of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 Agent or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby any Purchaser Agent without the prior written consent of each Lender; or
(f) change any provision of this Section the Agent 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking LenderPurchaser Agent, as applicable. No failure on the part of the Agent, any Purchaser, or any Purchaser Agent to exercise, and no delay in accordance with Section 10.13exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Carbuyco, LLC), Receivables Purchase Agreement (Adesa California, LLC)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, and no or consent to any departure by the any Borrower or any Servicer therefrom, shall be effective unless in a writing signed by the Required Lenders Administrator and the Borrower and acknowledged Majority Group Agents, and, in the case of any amendment, by the Administrative Agentother parties thereto; and then such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendmentamendment or waiver shall, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each affected Lender;
, (bA) extend the date of any payment or increase deposit of Collections by any Borrower or any Servicer, (B) reduce the Commitment rate or extend the time of payment of Interest, (C) reduce any fees payable to the Administrator, any Group Agent or any Lender pursuant to the applicable Group Fee Letter, (D) change the amount of Capital of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for Related Committed Lender’s Commitment, (E) amend, modify or waive any payment provision of the definition of “Majority Group Agents” or mandatory prepayment this Section 6.1, (F) consent to or permit the assignment or transfer by any Borrower of principalany of its rights and obligations under this Agreement, interest(G) change the definition of “Adjusted Net Receivables Pool Balance”, fees “Dilution Reserve”, “Dilution Reserve (Monetized Receivables)”, “Dilution Reserve Percentage”, “Eligible Receivable”, “Event of Default”, “Loss Reserve”, “Loss Reserve Percentage”, “Monetized Receivable”, “Monetized Receivable Collections”, “Net Receivables Pool Balance”, “Ratable Share” or other amounts due “Related Monetized Assets”, (H) release all or any material part of the Pool Assets from the security interest granted by any Borrower to the Lenders (or any of them) Administrator hereunder or under any other Loan Document without Transaction Document, (I) amend the written consent priority of each Lender directly affected thereby;
(dpayments set forth in Sections 1.4(a) reduce the principal of, or the rate of interest specified herein on, any Loan, and 1.4(b) or (subject to clause J) amend or modify any defined term (iii)or any defined term used directly or indirectly in such defined term) of the second proviso to this Section 10.01used in clauses (A) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
through (eI) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” above in a manner that would alter circumvent the pro rata sharing intention of payments required thereby without the written consent restrictions set forth in such clauses. No failure on the part of each Lender; or
(f) change any provision of this Section the Lenders, the Group Agents or the definition Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of “Required Lenders” or any right hereunder preclude any other provision hereof specifying or further exercise thereof or the number or percentage exercise 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoright. Notwithstanding anything to the contrary hereinforegoing, 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, Structuring Agent shall not be required for any amendment or waiver unless such amendment or waiver materially and adversely affects the Borrower shall be permitted to effect interests of the replacement of (i) the Lender Structuring Agent or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13materially increases its obligations under this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such waiver and no such amendment, waiver supplement or consent shall:
modification shall (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
, (db) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.018.01) any interest, fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, thereby (except that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
), (c) extend or increase the amount of any Lender’s Commitment (or reinstate any Commitment terminated pursuant to Section 6.02) without the written consent of such Lender, (d) postpone the Draw Termination Date without the written consent of all of the Lenders, (e) change amend, modify or waive any provision of this Section 2.12 8.01 or Section 8.03 8.08(d) or reduce the percentage specified in the definition of “Pro Rata Share” Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders, (f) change Section 6.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
all of the Lenders, (fg) change amend, modify or waive 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 Article VII 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 DocumentDocument without the written consent of the Administrative Agent or (h) waive, modify or eliminate any of the conditions precedent specified in Article III, in each case without the written consent of all the Lenders; and (iii) provided, further that the Fee Letter may be amended, or rights or and privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan DocumentTransaction Document (other than the BP Card Issuing and Operating Agreement, and no which may be amended, modified, waived or supplemented in accordance with Section 2(m) of Exhibit IV of this Agreement), or consent to any departure by the Borrower Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Required Lenders Administrator, each of the Majority Purchaser Agents and the Borrower and acknowledged Swingline Purchaser, and, in the case of any amendment, by the Administrative Agentother parties thereto; and then such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendmentamendment or waiver shall, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
affected Purchaser, (bA) extend or increase the Commitment date of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment deposit of principalCollections by the Seller or the Servicer, 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;
(dB) reduce the principal ofrate or extend the time of payment of Discount, or (C) reduce any fees payable to the rate of interest specified herein onAdministrator, any LoanPurchaser Agent or any Purchaser pursuant to the applicable Purchaser Group Fee Letter, or (subject to clause (iii)D) change the amount of Capital of any Purchaser, any Purchaser’s pro rata share of the second proviso to this Section 10.01Purchased Interest or any Committed Purchaser’s Commitment, (E) any fees amend, modify or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation provision of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata ShareMajority Purchaser Agents” or this Section 6.1, (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Concentration Percentage,” “Concentration Reserve Percentage,” “Dilution Reserve Percentage,” “Eligible Receivable,” “Loss Reserve Percentage,” “Net Receivables Pool Balance,” “Purchased Interest,” “Termination Event,” “Total Reserves” or “Yield Reserve Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would alter circumvent the pro rata sharing intention of payments required thereby without the written consent restrictions set forth in such clauses. No failure on the part of each Lender; or
(f) change any provision of this Section the Purchasers, the Purchaser Agents or the definition Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of “Required Lenders” or any right hereunder preclude any other provision hereof specifying or further exercise thereof or the number or percentage exercise 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13right.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.11 or Section 8.03 or the definition of “Pro Rata Share” 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 “"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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Delphi Financial Group Inc/De), Credit Agreement (Delphi Financial Group Inc/De)
Amendments, Etc. No (1) Subject to Section 9.1(2) and Section 9.1(3), no amendment or waiver of any provision of this Agreement or any other Loan Documentof the Credit Documents, and no nor consent to any departure by the Borrower therefromCredit Parties or any other Person from such provisions, shall be effective unless in writing signed and approved by the Required Lenders and the Borrower and acknowledged by the Administrative AgentMajority Lenders. Any amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided.
(2) Without the prior written consent of each Lender, however, that no such amendment, waiver or consent shall:
(a) waive increase any condition set forth in Section 4.01(a) without the written consent of each Lender’s Commitment;
(b) extend or increase the Commitment scheduled final maturity of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lendera Facility;
(c) postpone reduce or forgive any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment principal amount 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 therebya Facility;
(d) reduce the principal of, or the stated rate of interest specified herein on, any Loanon a Facility, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default RateFee;
(e) change Section 2.12 waive, reduce or Section 8.03 or the definition postpone any scheduled repayment of “Pro Rata Share” in principal of a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orFacility;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders, in each case, required for the Lenders, or any of them, or an Agent to take any action;
(g) amend the requirement of pro rata application of all amounts received by an Agent in respect of a Facility or the Obligations, or the requirement of pro rata sharing by the Lenders required pursuant to amendSection 8.13;
(h) consent to the assignment or transfer by the Credit Parties of any of their rights and obligations under any Credit Document;
(i) release any of the guarantees of the Obligations provided by the Credit Parties or, waive except to the extent provided in Section 8.12(3), any of the Collateral;
(j) change the definition of Majority Lenders;
(k) amend or otherwise modify expand any rights hereunder of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts and Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or make any determination or grant any consent hereunderelimination of Reserves and adjustment, without establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the written Majority Lenders in accordance with the terms hereof, will not be deemed to require the consent of each Lender; and) or
(l) amend this Section 9.1.
(3) Only written amendments, provided further, that (i) no amendment, waiver waivers or consent shall, unless in writing and consents signed by the Swing Line Lender in addition to the Lenders required above, applicable Agent shall affect the rights or duties of the Swing Line Lender under this Agreement; (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 such Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the any Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and such Borrower, as the Borrower 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; provided, however, provided that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.02) without the written consent of 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) 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 LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0112.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the a Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 9.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender;
(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; andor
(h) release the Company from its guaranty hereunder without the written consent of each Lender; and provided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 (iiiiv) the no Fee Letter may be amended, or rights or privileges thereunder waived, in except pursuant to a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to each affected Lender that by the Required Lenders, or (b) a its terms affects any Defaulting Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with more adversely than other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Equifax Inc), Credit Agreement (Equifax Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)ii) of the second third proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyLender; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” 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 “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, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iiiii) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Plum Creek Timber Co Inc), Credit Agreement (Plum Creek Timber Co Inc)
Amendments, Etc. No Except as set forth below or as specifically provided in any Credit Document (including Section 3.10(c)), no amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.1 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.2) without the written consent of such Lender;
(c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any payment or (excluding mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)v) of the second proviso to this Section 10.0111.6) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or L/C Fees at the Default Rate;
(e) change Section 2.12 3.8 or Section 8.03 or the definition of “Pro Rata Share” 9.3 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 “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 hereunderhereunder without the written consent of each Lender; or
(g) release the Borrower from its obligations, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents without the written consent of each Lender; and, provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender a L/C Issuer under this AgreementCredit Agreement or any other agreement 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 Credit Agreement or any other Loan Credit Document; and (iii) Section 11.3(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; (iv) 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 Credit Agreement and (v) a Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 (other than Section 4.01(f)), without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any the Commitment if terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any such other Loan Document without the written consent of each Lender directly affected therebyentitled to such payment;
(d) reduce the principal of, or the rate of interest specified herein on, on any Loan, or (subject to clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 10.01 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;
(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; andor
(h) impose any greater restriction on the ability of any Lender under a Loan to assign any of its rights or obligations hereunder without the written consent of each Lender; and provided, provided further, that (i) 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; (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 (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Fee Letter.
Appears in 2 contracts
Samples: Loan Agreement (Synutra International, Inc.), Loan Agreement (Synutra International, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Loan Document, and no nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver waiver, or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
: (bi) extend or waive any of the conditions specified in Article III; (ii) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause Borrowing Base; (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “"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; (iv) amend Section 2.11 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments or the pro rata allocation of disbursements required thereby; (v) release any Guarantor from its obligations under any Guaranty unless such Guarantor ceases to be a Subsidiary of the Borrower under a transaction permitted by the terms hereof; (vi) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a); (vii) release any Collateral securing the Obligations, except as provided in Section 8.09 above; (viii) change Section 7.06 or any other provision of this Agreement in a manner that would alter the order of application of proceeds set forth in Section 7.06; (ix) increase the aggregate Commitments; (x) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement;
(b) without the written consent of each LenderLender directly affected thereby, (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02), (ii) reduce the principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or under any other Loan Document, or (iii) postpone any date fixed for any payment of principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Issuing Lender under this AgreementAgreement 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 (iii) the Administrative Agent's Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Petroleum Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the any Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and applicable Borrower, as the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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, Loan or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 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 the Borrower Borrowers to pay interest at the Default RateRate or (ii) to amend any financial covenants hereunder (or any defined term used therein);
(e) change any components of the definitions of Eligible Specified Financial Asset, Tranche A Specified Financial Asset, Tranche B Specified Financial Asset or Specified Percentage, without the written consent of the Required Lenders; provided that (i) the addition of any new type of Tranche A Specified Financial Asset or Tranche B Specified Financial Asset and (ii) any increase in any Specified Percentage shall require the written consent of each Lender;
(f) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby , or change any provision relating to the pro rata disbursement of funds to the Lenders, in each case, without the written consent of each Lender; or;
(fg) 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, hereunder without the written consent of each Lender; ;
(h) amend, modify or waive the provisions of Section 2.04(c) without the written consent of each Lender or
(i) release all or substantially all of the Collateral and terminate the Security Agreement 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 Swing Line Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Swingline Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent(except as otherwise provided in Section 2.04(c)), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 each Lender directly affected thereby in addition to the Swing Line Required Lenders, do any of the following: (a) increase the Commitments of the Lenders, (b) reduce the principal of, or interest on, the Revolving Credit Advances or LC Disbursements or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or LC Disbursements or any fees or other amounts payable hereunder, (d) extend the termination date of any Commitment or (e) change the Pro Rata Share of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) change the definition of “Required Lenders” or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (c) reduce or limit the obligations of PPG under Section 7.01 or release PPG or otherwise limit PPG’s liability with respect to the obligations owing to the Administrative Agent and the Lenders, (d) amend this Section 9.01 or (e) amend or modify any provision of any Loan Document having the effect of modifying the pro rata treatment of the Lenders thereunder; (iii) [reserved]; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Issuing Lender in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Swing Line Lender under this Agreementamend Section 2.18; and (iiv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; Note. It is acknowledged and (iiiagreed that the exercise by PPG of its rights under Section 2.04(b) the Fee Letter may shall not be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything deemed to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove require 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. Notwithstanding anything to the contrary contained in under this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.139.01.
Appears in 2 contracts
Samples: Amendment to Credit Agreement (PPG Industries Inc), Five Year Credit Agreement (PPG Industries Inc)
Amendments, Etc. No Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure therefrom by the Borrower therefromany Borrower, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers 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; , provided, however, that that:
(a) no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Revolving Commitment of any a Lender (or reinstate any Revolving Commitment terminated pursuant to Section 2.05 or Section 8.029.02) without the written consent of such Lender whose Revolving Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02, or of any Default or a mandatory reduction in Revolving Commitments, is not considered an extension or increase in Revolving Commitments of any Lender);
(cii) 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 of the Revolving Commitments hereunder or under any other Loan Document Document, in each case of the foregoing, without the written consent of each Lender directly affected therebyentitled to receive such payment or whose Revolving Commitments are to be reduced, as the case may be;
(diii) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)i) of the second final proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document Document, in each case of the foregoing, without the written consent of each Lender directly affected therebyentitled to receive such payment of principal, interest, fees or other amounts; provided, howeverthat, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” in Section 1.01, or to waive any obligation of the Borrower Borrowers to pay interest at the Default Rate;
(eiv) change any provision of this Section 2.12 or Section 8.03 11.01 or the definition of “Pro Rata ShareRequired Lenders” in Section 1.01, in each case of the foregoing, without the written consent of each Lender;
(v) change the provisions of Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without thereby, in each case of the written consent of each Lender; or
(f) 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 hereunderforegoing, without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Swing Line Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, shall affect the rights or duties of the Swing Line Lender under this Agreement; and
(iic) unless also signed by the Administrative Agent, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and provided, that, notwithstanding anything to the contrary herein: (iiii) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, ; (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent that, by its terms, requires the consent of all Lenders or each affected Lender, as the case may be, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Revolving Commitment of such any Defaulting Lender may not be increased or extended extended, nor any principal amount(s) owed to any Defaulting Lender reduced nor the final maturity thereof extended, in each case of the foregoing, without the consent of such Lender. Notwithstanding anything , and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, as the case may be, that, by its terms, affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the contrary contained in this Loans, and each Lender acknowledges that the provisions of Section 10.01, in 1126(c) of the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require Bankruptcy Code supersede the unanimous consent provisions set forth herein; (iv) the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding, and such determination shall be binding on all of the Lenders Lenders; (v) this Agreement may be amended (or amended and such modification or amendment is agreed to by the Required Lenders, or (brestated) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the written consent of the Required Lenders, the Borrower Administrative Agent, the Borrowers and the relevant Lenders providing such additional credit facilities (A) to add one (1) or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder, and the accrued interest and fees in respect thereof, to share ratably in the benefits of this Agreement and the other Loan Documents, and the Loans and the accrued interest and fees in respect thereof, and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, and (B) to change, modify or alter Section 2.12 or Section 9.03, or any other provision hereof relating to the pro rata sharing of payments among the Lenders, solely to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (v) and for no other purpose; and (vi) if, following the Closing Date, the Administrative Agent and the Borrowers, acting together, identify any ambiguity, omission, mistake, typographical error and/or other defect in any provision of this Agreement or any other Loan Document (including, without limitation, the schedules and exhibits hereto or thereto), then the Administrative Agent and the Borrowers shall be permitted to effect the replacement of amend, restate, amend and restate, supplement and/or otherwise modify such provision to cure such ambiguity, omission, mistake, typographical error and/or other defect, and such amendment (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lenderand restatement, as applicable, in accordance with Section 10.13the case may be) shall become effective without any further action or consent of any other party to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed by all the Lenders, do any of the following: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
Draw Condition Precedent; (b) extend or increase the Commitments of the Lenders (provided, that the Commitment of any one Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without may be increased with the written consent of 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) 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, the Notes or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder hereunder; (d) postpone any date fixed for any payment of principal of, or under interest on, the Draws or any fees or other Loan Document without the written consent of each Lender directly affected therebyamounts payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change as described in Section 2.12 or Section 8.03 or the definition 7.02, waive any Event of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each LenderDefault; or
(f) change the percentage of the Commitments or of the Aggregate Outstanding Principal Balance, or the number of Lenders, that shall be required for the Lenders or any provision of them to take any action hereunder; (g) release any material portion of any Collateral held to secure the obligations of the Borrower under the Transaction Documents (except as expressly provided for herein or in the other Transaction Documents); or (h) amend 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 Lender9.01; and, and provided further, further that (i) 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; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Collateral Agent in addition to the Lenders required aboveabove to take such action, affect the rights rights, protections, privileges, indemnities, immunities, standard of care or duties of the Administrative Collateral Agent under this Agreement or any other Loan Transaction Document; and (iii) . Notwithstanding the Fee Letter foregoing, any Subsequent Draw-Down Period with respect to any on Subsequent Lender may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 amended with the consent of such Subsequent Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Loan and Security Agreement (On Deck Capital Inc), Loan and Security Agreement (On Deck Capital Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Holdings or the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.02) without the written consent of such Lender;
(cb) postpone any date fixed by this Agreement or any other Loan Document scheduled for any payment of principal or mandatory prepayment interest under Sections 2.07 or 2.08, or any date fixed in writing by the Administrative Agent for the payment 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest at the Default Rate;
(ed) change Section 2.12 amend or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter modify the pro rata sharing requirements of payments required thereby without Section 3.07, change the written consent of each Lender; or
(f) provision in Section 11.06(a)(i), change any provision of this Section 11.01 or the definition definitions of “Required Lenders” or “Majority Facility 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 ;
(ie) no amendment, waiver or consent shall, unless in writing and signed by change the Swing Line Lender in addition to the Lenders required above, affect the rights or duties provisions of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended Document in a manner that would require by its terms materially and adversely affects the unanimous rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each materially and adversely affected Class;
(f) release all or substantially all of the Lenders and such modification Collateral in any transaction or amendment is agreed to by series of related transactions, without the Required Lenders, or written consent of each Lender;
(bg) a Lender prohibits an Acquisition by the release any Borrower or a Subsidiary by exercise of clause (c) all or substantially all of the definition of Permitted AcquisitionSubsidiary Guarantors, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is from its or their obligations under the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with Loan Documents without the written consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking each Lender, as applicable, in accordance with Section 10.13.;
Appears in 2 contracts
Samples: Credit Agreement (APi Group Corp), Credit Agreement (APi Group Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender L/C Issuer under this AgreementAgreement 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 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 (iii) Section 10.06(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 (iv) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to each affected Lender that by the Required Lenders, or (b) a its terms affects any Defaulting Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with more adversely than other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Temple Inland Inc), Credit Agreement (Temple Inland Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, and no or consent to any departure by the Borrower Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Required Lenders Administrator and each of the Borrower and acknowledged Majority Purchasers, and, in the case of any amendment, by the Administrative Agentother parties thereto; and then such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, if required by any Conduit Purchaser, no such material amendment shall be effective until both Xxxxx’x and Standard & Poor’s (and if applicable, Fitch) have notified the related Purchaser Agent in writing that such action will not result in a reduction or withdrawal of the rating of any Notes; provided, further that no such amendmentamendment or waiver shall, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
affected Purchaser, (bA) extend or increase the Commitment date of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment deposit of principalCollections by the Seller or the Servicer, 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;
(dB) reduce the principal ofrate or extend the time of payment of Discount, or (C) reduce any fees payable to the rate of interest specified herein onAdministrator, any LoanPurchaser Agent or any Purchaser pursuant to the applicable Purchaser Group Fee Letter, or (subject to clause (iii)D) change the amount of Investment of any Purchaser, any Purchaser’s pro rata share of the second proviso to this Section 10.01Purchased Interest or any Related Committed Purchaser’s Commitment, (E) any fees amend, modify or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation provision of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata ShareMajority Purchaser”, “Simple Majority” or this Section 6.1, (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Concentration Percentage,” “Concentration Reserve,” “Concentration Reserve Percentage,” “Eligible Receivable,” “Loss Reserve,” “Loss Reserve Percentage,” “Net Receivables Pool Balance,” “Purchased Interest,” “Dilution Reserve,” “Dilution Reserve Percentage,” “Termination Event,” “Total Reserve,” “Yield and Servicing Fee Reserve,” or “Yield and Servicing Fee Reserve Percentage”, (H) amend any rights given directly to a Purchaser or as Purchaser Agent, including, without limitation, paragraphs 1(h) and 2(f) of Exhibit IV, (I) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (H) above in a manner that would alter circumvent the pro rata sharing intention of payments required thereby without the written consent of each Lender; or
restrictions set forth in such clauses, or (fI) 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 materially and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights of such Purchaser hereunder or duties under the other Transaction Documents. No failure on the part of the Swing Line Lender under this Agreement; (ii) Purchasers or the Administrator to exercise, and no amendmentdelay in exercising any right hereunder shall operate as a waiver thereof, waiver nor shall any single or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties partial exercise of the Administrative Agent under this Agreement or any right hereunder preclude any other Loan Document; and (iii) or further exercise thereof or the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13any other right.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Airgas Inc), Receivables Purchase Agreement (Airgas Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, howeverfurther, that that
(a) no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Commitment of any a Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.01 or 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment or of principal (excluding mandatory prepayment of principalprepayments), interest, prepayment premiums, fees or other amounts due to the Lenders (or any of 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 therebyentitled to receive such payment or whose Commitments are to be reduced;
(diii) reduce the principal of, or the rate of interest specified herein on, on or the prepayment premium specified herein on any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(fiv) change any provision of this Section 11.01(a) 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 LenderLender directly affected thereby;
(v) release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation not prohibited under Section 8.04 or a Disposition not prohibited under Section 8.05, all or substantially all of the Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); and
(b) unless also signed by the Administrative Agent, provided further, that (i) 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; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amendedprovided, or rights or privileges thereunder waivedhowever, in a writing executed only by the parties thereto. Notwithstanding that notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such 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 terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything , (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the contrary contained in this Loans, and each Lender acknowledges that the provisions of Section 10.01, in 1126(c) of the event that (a) Bankruptcy Code of the Borrower requests that this Agreement be modified or amended in a manner that would require United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Verenium Corp), Credit Agreement (Verenium Corp)
Amendments, Etc. No (1) Subject to Section 10.1(2) and Section 10.1(3), no amendment or waiver of any provision of this Agreement or any other Loan Documentof the Credit Documents, and no nor consent to any departure by the Borrower therefromCredit Parties or any other Person from such provisions, shall be effective unless in writing signed and approved by the Required Lenders Credit Parties and the Borrower and acknowledged by the Administrative AgentMajority Lenders. Any amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided.
(2) Without the prior written consent of each Lender, however, that no such amendment, waiver or consent shall:
(a) waive increase any condition set forth in Section 4.01(a) without the written consent of each Lender’s Commitment;
(b) extend reduce or increase forgive the Commitment principal amount of any Lender (Aggregate Principal Amount; waive, reduce or reinstate postpone any Commitment terminated pursuant to Section 2.05 scheduled repayment of principal of any Aggregate Principal Amount; or Section 8.02) without extend the written consent scheduled final maturity of such Lenderany Aggregate Principal Amount;
(c) postpone reduce the stated rate of interest on any date fixed by this Agreement Aggregate Principal Amount, or any other Loan Document Fee; or waive, reduce or extend the time for payment of interest on any Aggregate Principal Amount or 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 therebyFees;
(d) reduce change the principal ofdefinition of Majority Lenders; or change the percentage of the Commitments, or the rate number or percentage of interest specified herein onLenders, any Loanin each case, required for the Lenders, or (subject any of them, the Administrative Agent to clause (iii)) of the second proviso to this Section 10.01) take any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rateaction;
(e) change Section 2.12 or Section 8.03 or amend the definition requirement of “Pro Rata Share” in a manner that would alter the pro rata sharing application of payments required thereby without the written consent of each Lender; or
(f) 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed all amounts received by the Administrative Agent in respect of the Credit Facility or the Obligations, or the requirement of pro rata sharing by the Lenders pursuant to Section 9.13;
(f) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document;
(g) release any of the guarantees of the Obligations provided by the Borrower or any of the Restricted Account Collateral; or
(h) amend this Section 10.1.
(3) Only written amendments, waivers or consents signed by the Administrative Agent, in addition to the Lenders required aboveLenders, shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the any Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and applicable Borrower, as the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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, Loan or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 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 the Borrower Borrowers to pay interest at the Default RateRate or (ii) to amend any financial covenants hereunder (or any defined term used therein);
(e) change any components of the definitions of Eligible Specified Financial Asset or Specified Percentage, without the written consent of the Required Lenders; provided that (i) the addition of any new type of Specified Financial Asset and (ii) any increase in any Specified Percentage shall require the written consent of each Lender;
(f) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby , or change any provision relating to the pro rata disbursement of funds to the Lenders, in each case, without the written consent of each Lender; or;
(fg) 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 hereunderhereunder without the written consent of each Lender;
(h) amend, modify or waive the provisions of Section 2.04(c) without the written consent of each Lender; or
(i) release all or substantially all of the Collateral and terminate the Security Agreement 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 Swing Line Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Swingline Lender under this Agreement; , (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; Document and (iii) the Fee Letter may consent of Lenders holding not less than two-thirds of the Revolving Credit Exposure and unused Commitments will be amended, or rights or privileges thereunder waived, required for any adverse change affecting the provisions of this Agreement relating to the calculation of the Borrowing Base (including the definitions set forth in a writing executed only by the parties theretoSection 6.16(b)) unless otherwise expressly provided herein. Notwithstanding anything Anything herein to the contrary hereinnotwithstanding, no during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender shall will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the Lenders, as required, have approved any right to approve such amendment or disapprove waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any amendment, such amendment or waiver that would increase or consent hereunder, except that extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender may not be increased hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or extended without the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or of any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and and, in the Borrower and acknowledged by case of amendments, the Administrative AgentCompany, and each then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:that
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to all the Lenders required aboveand, affect in the rights or duties case of amendments, the Company, do any of the Swing Line following:
(i) increase the Commitments of the Lenders (other than by assignment); provided, however, that any Lender under this Agreement; may increase its own Commitment without the consent of the other Lenders;
(ii) reduce the principal of, or interest (other than under Section 2.10) on, the Committed Loans or reduce the amount of any fees payable hereunder;
(iii) postpone any date fixed for any payment of principal of, or interest on, the Committed Loans or any fees payable hereunder;
(iv) modify any requirement hereunder that any particular action be taken by all of the Lenders or by the Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;
(v) terminate the Subsidiary Guaranty and/or the Contribution Agreement or release the Parent Guaranty;
(vi) amend or waive the provisions of Sections 7.01 or 7.02; or
(vii) amend this Section 12.02;
(b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect which affects the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only Document shall become effective unless signed by the parties thereto. Notwithstanding anything Agent in addition to the contrary hereinRequired Lenders or all the Lenders, no Defaulting Lender shall have any right to approve or disapprove any as the case may be;
(c) No amendment, waiver or consent hereunderwhich affect the rights or duties of the Issuing Bank under the Agreement or any L/C-Related Document relating to any Letter of Credit Issued or to be Issued by it shall become effective unless signed by the Issuing Bank in addition to the Required Lenders or all the Lenders, except that as the Commitment case may be; and
(d) no amendment, waiver or consent which affects the principal amount, the rate of such Lender may not be increased interest or extended the maturity date of any outstanding Bid Loan shall become effective without the consent of the Agent and the Lender having made such Lender. Notwithstanding anything Bid Loan in addition to the contrary contained in this Section 10.01, in Required Lenders or all the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by as the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13case may be.
Appears in 2 contracts
Samples: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any the other Loan DocumentDocuments, and no nor consent to any departure by the Borrower any party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by:
(a) all the Lenders do any of the following: (i) waive any condition set forth of the conditions specified in Section 4.01(a4.1, (ii) without increase the written consent Commitments or other contractual obligations of each Lenderany Lender to the Borrower under this Agreement, (iii) change the percentage of the Commitments, or the number or identity of the Lenders which shall be required for the Lenders or any of them to take any action hereunder, (iv) release any material Subsidiary from liability under the Subsidiary Guaranty, (v) release any material Collateral; (vi) modify the definition of "Required Lenders", or (vii) modify this Section 10.2;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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 all the Lenders (or with a Revolving Commitment do any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
following: (di) reduce the principal of, or the rate of interest specified herein or fees on, the Revolving Loans, or subordinate any Loanrights of any Lender with respect to such Lender's Revolving Loans, or (subject to clause (iii)ii) postpone or extend any scheduled date fixed for the payment in respect of principal of, or interest or fees on, the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default RateRevolving Loans hereunder;
(ec) change Section 2.12 all the Lenders with a Tranche A Term Loan Commitment do any of the following: (i) reduce the principal of, or Section 8.03 rate of interest or fees on, the definition Tranche A Term Loans, or subordinate any rights of “Pro Rata Share” any Lender with respect to such Lender's Tranche A Term Loans, or (ii) postpone or extend any scheduled date fixed for the payment in a manner that would alter respect of principal of, or interest or fees on, the pro rata sharing of payments required thereby without the written consent of each LenderTranche A Term Loans hereunder; orand
(fd) change all the Lenders with a Tranche B Term Loan Commitment do any provision of this Section the following: (i) reduce the principal of, Make Whole Premium, or rate of interest or fees on, the definition of “Required Lenders” Tranche B Term Loans, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify subordinate any rights hereunder of any Lender with respect to such Lender's Tranche B Term Loans, or make (ii) postpone or extend any determination scheduled date fixed for the payment in respect of principal of, Make Whole Premium, or grant any consent interest or fees on, the Tranche B Term Loans hereunder. Notwithstanding the foregoing, 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 Swing Line Lender Agent in addition to the Lenders required abovehereinabove to take such action, affect the rights or duties of the Swing Line Lender Agent under this Agreement; Agreement or under any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent L/C Issuer in addition to the Lenders required abovehereinabove to take such action, affect the rights or duties of the Administrative Agent L/C issuer under this Agreement or under any other Loan Document; and , (iii) any Lender may, without the Fee Letter may be amendedconsent of any other Lender, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any waive its right to approve or disapprove receive its share of any mandatory prepayment of its Loans hereunder, and (iv) no amendment, waiver or consent hereunder, except that the Commitment of such Lender may not shall be increased or extended effective without the consent of Tranche B Term Loan Lenders holding Tranche B Term Loans representing a majority of the outstanding principal amount of Tranche B Term Loans if such Lender. Notwithstanding anything to amendment, waiver or consent is for the contrary contained in this Section 10.01, in primary purpose of adversely affecting the event that (a) rights of the Borrower requests that this Agreement be modified or amended Tranche B Term Loan Lenders in a manner that would require in which the unanimous consent of all of the other Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did are not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13likewise adversely affected.
Appears in 2 contracts
Samples: Credit Agreement (Gold Kist Inc), Credit Agreement (Gold Kist Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers 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; providedPROVIDED, howeverHOWEVER, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrowers, and acknowledged by the Administrative Agent, do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section SECTION 8.02) without the written consent of ), except for any such Lenderextension made in accordance with SECTION 2.15;
(cb) 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyDocument;
(dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)) of the second proviso to this Section 10.01below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyDocument; providedPROVIDED, howeverHOWEVER, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter Share or Voting Percentage of any Lender;
(f) amend this Section, or SECTION 2.14, or any provision herein providing for consent or other action by all the pro rata sharing of payments required thereby without the written consent of each LenderLenders; or
(fg) change release any provision Guarantor from its Guarantee except as expressly permitted pursuant to the terms 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 LenderLoan Document; and, provided furtherPROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender L/C Issuer in addition to the Required Lenders required aboveor all the Lenders, as the case may be, affect the rights or duties of the Swing Line Lender L/C Issuer under this AgreementAgreement 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 Required Lenders required aboveor all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting any Lender that has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment Pro Rata Share of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Enbridge Energy Partners Lp), 364 Day Credit Agreement (Enbridge Energy Limited Partnership)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, and no or consent to any departure by the Borrower Seller or the Servicer therefrom, shall be effective unless in a writing signed and consented to in writing by the Required Lenders and Majority Purchaser Agents and, in the Borrower and acknowledged case of an amendment, by the Administrative Agentother parties thereto; provided, however, that no such amendment shall, (a) without the consent of each affected Purchaser, (i) extend the date of any payment or deposit of Collections by the Seller or the Servicer or decrease the outstanding amount of or rate of Discount or extend the repayment of or any scheduled payment date for the payment of any Discount in respect of any Portion of Capital or any fees owed to a Purchaser; (ii) reduce any fees payable pursuant to the applicable Fee Letter; (iii) forgive or waive or otherwise excuse any repayment of Capital or change either the amount of Capital of any Purchaser or any Purchaser’s pro rata share of the Purchased Interest; (iv) increase the Commitment of any Purchaser; or (v) amend or modify the provisions of this Section 5.1 or the definition of “Eligible Receivables”, “Majority Purchaser Agents”, “Purchased Interest”, “Scheduled Commitment Termination Date” (other than pursuant to an extension thereof in accordance with Article I hereof), “Termination Day” or “Total Reserves” or (vi) amend or modify any defined term (or any term used directly or indirectly in such defined term) used in clauses (i) through (v) above in a manner that would circumvent the intention of the restrictions set forth in such clauses and each (b) without the consent of the Majority Purchaser Agents, amend, waive or modify any provision expressly requiring the consent of such Majority Purchaser Agents; provided, further, that no such amendment, waiver or consent that could adversely affect the rights or obligations of the Administrator or any LC Bank shall be effective without the prior written consent of such Person affected thereby. Each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without . No failure on the written consent of each Lender;
(b) extend or increase the Commitment part of any Lender (Purchaser Agent, any Purchaser or reinstate the Administrator to exercise, and no delay in exercising any Commitment terminated pursuant to Section 2.05 right hereunder shall operate as a waiver thereof, nor shall any single or Section 8.02) without the written consent partial exercise of such Lender;
(c) postpone any date fixed by this Agreement or right hereunder preclude any other Loan Document for any payment or mandatory prepayment further exercise thereof or the exercise 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13right.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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 reduction of the Aggregate 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” 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 “"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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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; (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 and duties of the Swing Line Lender under this Agreement; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Albertsons Inc /De/), Credit Agreement (Albertsons Inc /De/)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged or by the Administrative AgentCollateral Agent with the consent of the Required Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no such amendment, waiver or consent shall:
shall (ai) waive increase the Commitment of any condition set forth Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender, in Section 4.01(aeach case without the written consent of any Lender affected thereby, (ii) increase the Total Commitment without the written consent of each Lender;
, (biii) extend change the percentage of the Commitments or increase of the Commitment aggregate unpaid principal amount of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document Loans that is required for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) them to take any action 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
, (fiv) change any provision of this Section or amend the definition of “Required Lenders” or “Pro Rata Share” without the written consent of each Lender, (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any other provision hereof specifying Lien granted in favor of the number Collateral Agent for the benefit of the Agents and the Lenders, or percentage release the Borrower or any Guarantor without the written consent of Lenders required to each Lender, (vi) amend, modify or waive Section 4.03 or otherwise modify any rights hereunder this Section 12.02 of this Agreement without the written consent of each Lender, or make any determination (vii) amend the definition of “Borrowing Base”, “Borrowing Base Deficit”, “Collateral Value Policy”, “Collateral Value Insurer”, “Collections”, “Contingent Collateral Value Policy”, “Contingent Collateral Value Insurer”, “Coverage Certificate”, “Covered Loan Amount” or grant any consent hereunder“Eligible Insurance Premium Loan”, in each case, without the written consent of each Lender; and. Notwithstanding the foregoing, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required abovean Agent, affect the rights or duties of the Swing Line Lender under this Agreement; such Agent (iibut not in its capacity as a Lender) 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 the other Loan Documents. Notwithstanding the foregoing, the parties hereto hereby agree that any amendment, modification or waiver of, or consent with respect to the definitions of “Collateral Value Insurer”, “Collateral Value Policy”, “Collections”, “Coverage Certificate”, “Person” and “Salvage Collections” in Section 1.01, Section 2.05(e), Section 12.19 and the last three sentences in this Section 12.02(a) shall require the written consent of the Collateral Value Insurer (prior to the occurrence of a Credit Event) or the Contingent Collateral Value Insurer (after the occurrence of a Credit Event) to be effective. In all events, copies of any amendments to this Agreement, any other Loan Document; and (iii) the Fee Letter may Document or any Transaction Document shall be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition promptly provided by the Borrower to the Collateral Value Insurer following execution thereof. Each of the parties hereto agrees that the Collateral Value Insurer (prior to the occurrence of a Credit Event) or the Contingent Collateral Value Insurer (after the occurrence of a Subsidiary by exercise of clause (cCredit Event) is a third party beneficiary solely with respect to Section 2.05(e), Section 12.19 and the last three sentences in Section 12.02(a) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.this Agreement
Appears in 2 contracts
Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Amendments, Etc. No (a) Except as set forth below or as otherwise provided in this Agreement, no amendment or waiver of any provision of this Agreement Agreement, any Loan or any other Loan Document, and no nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company and the Required Lenders and the Borrower and acknowledged by (or the Administrative AgentAgent at the request of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. Except as set forth below, howeverall such amendments, that no such modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Required Lenders.
(b) No amendment, modification, termination or waiver or consent shall, without the consent of the Administrative Agent, the Revolving Agent, the Company and each Lender directly affected thereby, do any of the following:
(ai) increase the principal amount of any Lender’s Commitment (which action shall be deemed only to affect those Lenders whose Commitments are increased and may be approved by Required Lenders, including those Lenders whose Commitments are increased);
(ii) reduce the principal of or rate of interest on any Loan owed or any fees payable to such affected Lender;
(iii) postpone or extend any date fixed for any payment of principal or, interest due on, any Loan owed to such affected Lender;
(iv) release all or substantially all of the Collateral or the Guarantors, or subordinate the right of the Collateral Agent and the Lenders with respect to all or substantially all of the Collateral (except as expressly permitted herein or in the other Loan Documents);
(v) amend, modify or waive this Section 13.02; or
(vi) amend or waive the priorities established under Section 1.09, the definitions of the terms “Required Lenders”, “Required Revolving Lenders,” “Required Term Lenders” or “Pro Rata Share”; insofar as such definitions affect the substance of this Section 13.02.
(c) If at any condition time (i) the Fixed Charge Coverage Ratio is greater than 1.2 to 1.0 for the last four Fiscal Quarter period most recently ended, and (ii) the Credit Parties, on a consolidated basis, have a Liquidity level of $5,000,000 (five million dollars) in excess of the requirement set forth in Section 4.01(a9.03 as of the end of the most recently ended Fiscal Month, then any non-compliance under Section 9.01 or Section 9.02 or any Event of Default under Section 10.01 (e)(ii) may be waived and/or the covenant levels may be amended by the Required Term Lenders (or by the Administrative Agent upon the written direction of the Required Term Lenders) without the written consent of each Lender;any of the Revolving Lenders; provided however, that any such waiver or amendment shall not reduce the Fixed Charge Coverage Ratio covenant level set forth in Section 9.02 below 1.2 to 1.0 without the consent of the Required Revolving Lenders.
(bd) extend No amendment, modification, termination or increase waiver affecting the Commitment rights or duties of any Lender (Agent or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by L/C Issuer under 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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, effective unless in writing and signed by such Agent or the Swing Line Lender L/C Issuer, as the case may be, in addition to the Lenders required abovehereinabove to take such action. Furthermore, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, modification, termination or waiver shall be required for the Collateral Agent to take additional Collateral pursuant to any Loan Document. No notice to or demand on any Credit Party in any case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, 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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, effected in accordance with this Section 10.1313.02 shall be binding upon each Lender and each future Lender.
Appears in 2 contracts
Samples: Credit Agreement (Global Power Equipment Group Inc/), Credit Agreement (Global Power Equipment Group Inc/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, and no or consent to any departure by the Borrower Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Required Lenders Administrator and each of the Borrower and acknowledged Majority Purchasers, and, in the case of any amendment, by the Administrative Agentother parties thereto; and then such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendmentamendment or waiver shall, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
affected Purchaser, (bA) extend or increase the Commitment date of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment deposit of principalCollections by the Seller or the Servicer, 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;
(dB) reduce the principal ofrate or extend the time of payment of Discount, or (C) reduce any fees payable to the rate of interest specified herein onAdministrator, any LoanPurchaser Agent or any Purchaser pursuant to the applicable Purchaser Group Fee Letter, or (subject to clause (iii)D) change the amount of Investment of any Purchaser, any Purchaser’s pro rata share of the second proviso to this Section 10.01Purchased Interest or any Committed Purchaser’s Commitment, (E) any fees amend, modify or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation provision of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata ShareMajority Purchaser”, “Simple Majority” or this Section 6.1, (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Default Ratio”, “Eligible Receivable”, “Loss Reserve”, “Loss Reserve Percentage”, “Dilution Reserve”, “Dilution Reserve Percentage”, “Dilution Volatility Component”, “Minimum Dilution Reserve”, “Minimum Dilution Reserve Percentage”, “Termination Event”, “Yield Reserve”, “Yield Reserve Percentage”, “Total Reserves”, “Adjusted Net Receivables Pool Balance” or “Net Receivables Pool Balance”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would alter circumvent the pro rata sharing intention of payments required thereby without the written consent restrictions set forth in such clauses, or (I) otherwise materially and adversely affect the rights of each Lenderany such Purchaser hereunder; or
(f) 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 amendprovided, 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 however, (i) no amendment, amendment or waiver of any provision of any Lock-Box Agreement or the Lock-Box Schedule Letter Agreement shall require the consent shall, unless in writing of any Purchaser (other than the Administrator) 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; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition amendment to the Lenders required above, affect the rights or duties of the Administrative Agent under this Sale Agreement or joining any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything Subject Originator to the contrary herein, no Defaulting Lender Sale Agreement as an Originator 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 require the consent of such Lender. Notwithstanding anything to any Purchaser (other than the contrary contained in this Section 10.01, in the event that Administrator) so long as either (ax) the Borrower requests Joinder Conditions are satisfied or (y) the agreement joining such Subject Originator states that this Agreement the Receivables of such Originator shall be modified or amended in a manner that would require deemed to be Ineligible Subject Originator Receivables. No failure on the unanimous consent of all part of the Lenders Purchasers or the Administrator to exercise, and such modification no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by partial exercise of clause (c) any right hereunder preclude any other or further exercise thereof or the exercise of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13any other right.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Loan Document, and no nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver waiver, or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
: (bi) extend or waive any of the conditions specified in Article III; (ii) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause Borrowing Base; (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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; (iv) amend Section 2.11 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments or the pro rata allocation of disbursements required thereby; (v) release any Guarantor from its obligations under any Guaranty unless such Guarantor ceases to be a Subsidiary of the Borrower under a transaction permitted by the terms hereof; (vi) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a); (vii) release any Collateral securing the Obligations, except as provided in Section 8.09 above; (viii) change Section 7.06 or any other provision of this Agreement in a manner that would alter the order of application of proceeds set forth in Section 7.06; or (ix) increase the aggregate Commitments;
(b) without the written consent of each LenderLender directly affected thereby, (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02), (ii) reduce the principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or under any other Loan Document, or (iii) postpone any date fixed for any payment of principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Issuing Lender under this AgreementAgreement 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 (iii) the Administrative Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Petroleum Corp), Credit Agreement (Abraxas Petroleum Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Majority Lenders and the Borrower Borrower, 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.10 or Section 8.03 or the definition of “Pro Rata Share” 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 “Required 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; and, provided further, that (i) 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; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Energy Transfer Partners, L.P.), 364 Day Term Loan Agreement (Energy Transfer Equity, L.P.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender (it being understood that the waiver of any mandatory prepayment shall not constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement, Incremental Assumption Agreement or any other Loan Document for (i) any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any of the other Loan Documents without the written consent of each Lender entitled to such payment (it being understood that the waiver of or amendment to the terms of any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender; provided that any Lender, upon the request of the Borrower, may extend the final expiration of its Commitment without the consent of any other Lender directly affected therebyin accordance with Section 2.16;
(dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; provided further, however, changes to interest rates arising from changes to the definition of Borrowing Base shall be governed by clause (i) below;
(ed) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or;
(fe) change any provision of this Section 11.01 or the definition of “Required Lenders” or “Supermajority 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 (other than any Defaulting Lender);
(f) except as expressly permitted hereunder, release, or limit the liability of, any Loan Party without the written consent of each Lender (other than any Defaulting Lender);
(g) except for releases of Collateral in accordance with the provisions of Section 9.10 hereof (in which case, such release may be made by the Administrative Agent acting alone), release all or substantially all of the Collateral from the Liens of the Collateral Documents in any transaction or series of related transactions, without the written consent of each Lender (other than any Defaulting Lender);
(h) except pursuant to Section 2.15, increase the Aggregate Commitments without the written consent of each Lender (other than any Defaulting Lender);
(i) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrower would be increased, without the written consent of the Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of any Lender;
(j) modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written consent of the Supermajority Lenders;
(k) except as provided in Section 9.10(c), subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written consent of each Lender (other than any Defaulting Lender);
(l) modify this Section 11.01 or Section 8.03 without the written consent of each Lender (other than any Defaulting Lender); and, and provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document; and (iiiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 each Lender or Supermajority Lenders and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; 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 Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary hereinherein contained, no Defaulting Lender provider of any Bank Product or Cash Management Service in its capacity as such (a) shall have any right to approve or disapprove consent to any amendment, modification, termination or waiver of this Agreement or any other Loan Document (including any amendment and/or restatement of this Agreement and the other Loan Documents refinancing, replacing or restructuring the Loans and the Obligations including any increase thereof) or to contest any such amendment, modification, termination or waiver, (b) shall be deemed a Lender for any purposes of the Loan Documents, or (c) shall have any right to (i) enforce any security interest, right or remedy under any of the Loan Documents or (ii) instruct the Agents with respect to any action or inaction by the Agents with respect to the exercise of any rights or remedies under the Loan Documents or at law or equity, or consent hereunderto or contest any such action or inaction. Except for the payment of amounts on account of Bank Products and Cash Management Services (but only to the extent the Agents shall have received sufficient funds therefor), except that the Commitment Agents shall have no duties or obligations to provider of such any Bank Product or Cash Management Services in its capacity as such. The provisions of this paragraph shall survive the assignment by any Lender may not be increased or extended without the consent of such Lenderits Loans and Commitments. Notwithstanding anything to the contrary contained in this Section 10.0111.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of any Loan Document, then the event that Administrative Agent and/or the Collateral Agent (aacting in their sole discretion) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower any other relevant Loan Party shall be permitted to effect the replacement amend such provision and such amendment shall become effective without any further action or consent of (i) the Lender or Lenders that did not agree any other party to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Amendments, Etc. No Neither the amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no nor the consent to any departure by the Borrower one or more Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Aggregate Required Lenders, or if the Lenders and the Borrower and acknowledged shall not be parties thereto, by the Administrative Agentparties thereto and consented to by the Aggregate Required Lenders, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendmentamendments, waiver consents or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment waivers of any Lender provisions of Sections 2.2(d) and 2.3(a)-(b) (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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 extent and solely to the extent that such provisions relate to Atcon's obligations to repay the Term B Loans), Section 4.1 (to the extent such provisions relate to the Interest Rate or any of themMinimum Rate applicable to Obligations owing solely to the Term B Lenders) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(dand Section 9.3(i) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of effective if the Borrower to pay interest at same shall be in writing and signed by the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “Term B 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 all the Swing Line Lender in addition to Lenders, do any of the following: (a) increase the Existing Commitment of the Lenders required aboveor subject the Lenders to any additional obligations, affect (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Existing Commitments or Term B Loan Commitments, or any minimum requirement necessary for the Lenders or the Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders to take any action hereunder, (e) amend or waive Section 2.3, Section 2.8, Section 2.9, Section 13.6, Section 13.12, Section 14.6 or this Section 14.10, or change the definitions of Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (h) terminate, waive or modify any indemnification obligations of the Borrowers under the Credit Agreement or any other Credit Document and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Swing Line Lender Agent or the Issuing Bank under this Agreement; (ii) no amendment, waiver or consent shallany Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Bank, as applicable, in addition to the Lenders required above, affect the rights or duties hereinabove to take such action. Notwithstanding any of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything foregoing to the contrary hereincontrary, no Defaulting Lender consent of any Borrower shall have any right to approve or disapprove be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, the Borrowers and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or consent supplementing Schedule 1.1A from time to time in the manner requested by any Borrower, the Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, except however, that the Commitment Agent shall promptly deliver a copy of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and any such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the each Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such each Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)
Amendments, Etc. No (a) Subject to Section 3.03(c) and the last paragraph of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and 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; provided, however, that no such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) 4.01 or, in the case of the initial Credit Extension, Section 4.02 without the written consent of each Lender;
(bii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any such other Loan Document without the written consent of each Lender directly affected therebyentitled to such payment;
(div) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)D) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount; 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 the Borrower to pay interest or Letter of Credit Fees at the Default RateRate 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 L/C Borrowing or to reduce any fee payable hereunder;
(ev) change Section 2.12 or (i) Section 8.03 or the definition of “Pro Rata Share” Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or;
(fvi) change any provision of this Section 11.01 or the definition of “Required Lenders”, “Required Class Lenders” or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(viii) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(ix) release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;
(x) directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Class without the written consent of the applicable Required Class Lenders; andor
(xi) contractually subordinate the Obligations (including any guarantee thereof), provided or the Liens on all or substantially all of the Collateral granted under the Loan Documents, to any other Indebtedness or Lien (including, without limitation, any other Indebtedness or Lien issued under the Credit Agreement or any other agreement), in each case, without the written consent of all Lenders; and provided, further, that (iA) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Swingline Lender under this Agreement; (iiC) 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 (iiiD) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. .
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (A) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender. , that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.
(c) Notwithstanding anything to the contrary contained in this Section 10.01herein, in the event that (a) the Borrower requests that this Agreement may be modified or amended in a manner that would require and restated without the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or any Lender (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then but with the consent of the Required LendersBorrower and the Administrative Agent) 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 amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to effect the replacement amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
(ie) the Lender or Lenders that did not agree Notwithstanding any provision herein to the modification or amendment requested by the Borrower (such Lender or Lenderscontrary, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, this Agreement may be amended pursuant to an Incremental Amendment to implement any additional Class of Incremental Commitments in accordance with Section 10.132.16 as necessary or appropriate, as reasonably determined by (and the Lenders hereby authorize the Administrative Agent to enter into any such Incremental Amendment), the Administrative Agent and the Borrower and such Incremental Amendment shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Amendments, Etc. No Except as set forth below or as specifically provided in any Credit Document (including Section 3.10(c)), no amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.1 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.2) without the written consent of such Lender;
(c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any payment or (excluding mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)v) of the second proviso to this Section 10.0111.6) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or L/C Fees at the Default Rate;
(e) change Section 2.12 3.8 or Section 8.03 or the definition of “Pro Rata Share” 9.3 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 “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 hereunderhereunder without the written consent of each Lender; or
(g) release the Borrower from its obligations, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents without the written consent of each Lender; and, provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender an L/C Issuer under this AgreementCredit Agreement or any other agreement 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 Credit Agreement or any other Loan Credit Document; and (iii) Section 11.3(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; (iv) 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 Credit Agreement and (v) a Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Amendments, Etc. No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.1 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.2) without the written consent of such Lender;
(c) postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any payment or (excluding mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Committed Amount hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0111.6) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 3.8 or Section 8.03 or the definition of “Pro Rata Share” 9.3 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 “"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, 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 Swing Line Lender applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender a L/C Issuer under this AgreementCredit Agreement or any other agreement 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 Credit Agreement or any other Loan Credit Document; (iii) Section 11.3(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 (iiiiv) the a Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 2 contracts
Samples: Credit Agreement (PNM Resources Inc), Credit Agreement (PNM Resources Inc)
Amendments, Etc. No Subject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 8.02) (including any extension as a result of any amendment or Section 8.02waiver of the definition of the term “Commitment Termination Date”) without the written consent of such Lender;
(cb) postpone any scheduled date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, interest or 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or (subject to clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ed) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 2.13 in a manner that would alter the pro rata sharing of payments required thereby or change Section 8.03, in each case, without the written consent of each Lender; orand
(fe) 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; andprovided, provided further, that (i) 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; (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 (iiiii) each of the Administrative Agent Fee Letter and the Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender, (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of such Defaulting Lender and (z) Section 2.13 and Section 8.03 may not be changed in a manner that would alter the pro rata sharing of payments required thereby, in each case without the consent of such Lender. Notwithstanding anything any provision herein to the contrary contained in this Section 10.01contrary, in if the event that (a) Administrative Agent and the Borrower requests that acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement be modified or amended in a manner that would require any other Loan Document (including the unanimous consent of all of the Lenders schedules and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”exhibits thereto), then with the consent of the Required Lenders, Administrative Agent and the Borrower shall be permitted to effect the replacement amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of (i) the Lender or Lenders that did not agree any other party to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13this Agreement.
Appears in 2 contracts
Samples: 364 Day Term Credit Agreement (Sonoco Products Co), Term Credit Agreement (Sonoco Products Co)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the either Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and each Borrower or the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 (other than Section 4.01(c)(i)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the consent of such Lender or amend the definition of “Revolving Credit Availability Amount” in a manner that would increase availability thereunder without the written consent of such each Revolving Credit Lender;
(cd) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any such other Loan Document without the written consent of each Lender directly affected therebyentitled to such payment;
(de) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or waive the application thereof, 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 L/C Borrowing or to reduce any fee payable hereunder; and provided, further, that only the consent of the Required Revolving Credit Lenders or Required Term Lenders, as the case may be, shall be necessary to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default RateRate with respect to Loans or Letters of Credit under the applicable Facility;
(ef) change Section 2.12 or (i) Section 8.03 or (ii) the definition order of “Pro Rata Share” application of any reduction in a the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), respectively, in each case in any manner that would alter materially and adversely affects the pro rata sharing of payments required thereby Lenders under a Facility without the written consent of each Lender; or(i) if such Facility is the Term Aggregate Commitments, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Aggregate Commitments, the Required Revolving Lenders;
(fg) change (i) any provision of this Section 11.01 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 hereunderhereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(i) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); andor
(j) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term Aggregate Commitments, provided the Required Term Lenders and (ii) if such Facility is the Revolving Credit Aggregate Commitments, the Required Revolving Lenders; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 (iiiiv) the each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the L/C Issuer Sublimit of any L/C Issuer may be amended in writing executed only by such L/C Issuer and the Borrowers with written notice from such L/C Issuer and the Borrowers to the Administrative Agent and the other Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (USD Partners LP)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the applicable Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrowers, and acknowledged by the Administrative Agents, do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment (other than a Mandatory Prepayment under Section 2.07) 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 therebyDocument;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan, Acceptance or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; Document, provided, however, that only the consent of the Required Lenders shall be necessary to waive amend any obligation financial covenant hereunder even if the effect of such amendment would be to reduce the rate of interest on any Loan, Acceptance or L/C Borrowing or to reduce any fee payable hereunder;
(d) change the percentage of the Borrower Aggregate Domestic Commitments or the Aggregate Canadian Commitments or of the aggregate unpaid principal amount of the Loans, Acceptances and L/C Obligations which is required for the Lenders or any of them to pay interest at the Default Ratetake any action hereunder;
(e) change Section 2.12 amend this Section, or Section 8.03 2.14, or any provision herein providing for consent or other action by all the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orLenders;
(f) change release any provision Guarantor from the Guaranty except as provided in Section 9.11 hereof; or;
(g) release all or a material part 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 LenderCollateral; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender applicable L/C Issuer in addition to the Required Lenders required aboveor each directly-affected Lender, as the case may be, affect the rights or duties of the Swing Line Lender an L/C Issuer under this AgreementAgreement 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 applicable Swing Line Lender in addition to the Required Lenders required aboveor each directly-affected Lender, as the case may be, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Required Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of such Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(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 (iiiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing and signed or consented to (in writing) by the Required Majority Lenders and and, in the Borrower and acknowledged by case of amendments, the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed or consented to (in writing) by all of the Lenders, do any of the following: (a) waive any condition set forth of the conditions specified in Section 4.01(a) without the written consent of each Lender;
Article 4; (b) extend or increase the Commitment Commitments of the Lenders or subject the Lenders to any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
additional obligations; (c) postpone release any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment Collateral, except in accordance with the terms 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;
Credit Documents; (d) reduce the principal of, or the rate of interest specified herein on, any Loan, the Advances or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder hereunder; (e) postpone any date fixed for (i) payment of principal of, or interest on, the Advances, (ii) reimbursement of drawings under Letters of Credit or (iii) payment of fees or other amounts payable hereunder; (f) change the percentage of the Commitments or of the Obligations outstanding, or the number of Lenders, required for the Lenders or any other Loan Document without the written consent of each Lender directly affected therebythem to take any action hereunder; providedor (g) amend this Section 10.1; furtherprovided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 or consented to (in writing) by the Swing Line Lender Super-Majority Lenders, change the definition of “Borrowing Base” in addition to the Lenders required aboveSection 1.1; and furtherprovided, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by the Administrative Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Credit Document; and (iii) the Fee Letter may be amended. Delivery by telecopier or e-mail of an executed counterpart of a signature page to any amendment or waiver of, or rights or privileges thereunder waivedconsent to departure from, in a writing executed only by the parties thereto. 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 provision of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement effective as delivery of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13an originally executed counterpart thereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Frontier Oil Corp /New/)
Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against any Borrower unless the same shall be agreed or consented to in writing by the applicable Borrower. No amendment, modification or waiver of any provision of this Agreement Agreement, the Notes or any other Loan Document, and no nor any consent to any departure by the any Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentMajority Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 amendmentmodification, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the Swing Line Lender in addition to following: (a) increase any Commitment of any of the Lenders required above, affect the rights (or duties reinstate any termination or reduction of the Swing Line Lender Commitments) or subject any of the Lenders to any additional obligations; (b) reduce the principal of, or interest on, any Loan, Reimbursement Obligation, fee or other amount due hereunder; (c) postpone or extend the Maturity Date, the Termination Date, the Availability Period or any scheduled date fixed for any payment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or other sum to be paid hereunder or waive any Event of Default described in Section 9.1(a) hereof; (d) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of Obligations, or the percentage of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement; (iie) change any provision contained in Sections 2.2(c), 7.9, 11.3 or 11.4 hereof or this Section 11.5, or (f) release any Person from liability under a Guaranty or release all or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which any Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of the applicable Borrower delivered to Agents in excess of $1,000,000. Notwithstanding anything in this Section 11.5 to the contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition shall be made with respect to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 Section 10 without the consent of such Lender. Notwithstanding anything U.S. Agent to the contrary contained in this Section 10.01extent it affects U.S. Agent, in the event that (a) the Borrower requests that this Agreement be modified as U.S. Agent or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree Canadian Agent to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lenderextent it affects Canadian Agent, as applicable, in accordance with Section 10.13Canadian Agent.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this --------------- Agreement or of any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and and, in the Borrower and acknowledged by case of amendments, the Administrative AgentCompany, and each then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:-------- -------
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to all the Lenders required aboveand, affect in the rights or duties case of amendments, the Company, do any of the Swing Line following:
(i) increase the Commitments of the Lenders (other than by assignment); provided, however, that any Lender under this Agreement; may increase its own -------- ------- Commitment without the consent of the other Lenders;
(ii) reduce the principal of, or interest (other than under Section 2.10) on, the Committed Loans or reduce the amount of any fees ------------ payable hereunder;
(iii) postpone any date fixed for any payment of principal of, or interest on, the Committed Loans or any fees payable hereunder;
(iv) modify any requirement hereunder that any particular action be taken by all of the Lenders or by the Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;
(v) terminate the Subsidiary Guaranty;
(vi) amend or waive the provisions of Section 6.01 or 6.02; or ------------ ----
(vii) amend this Section 11.02; -------------
(b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect which affects the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only Document shall become effective unless signed by the parties thereto. Notwithstanding anything Agent in addition to the contrary herein, Lenders required above to take such action; and
(c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderwhich affects the principal amount, except that the Commitment rate of such Lender may not be increased interest or extended the maturity date of any outstanding Bid Loan shall become effective without the consent of the Lender having made such Lender. Notwithstanding anything Bid Loan in addition to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and required above to take such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13action.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Tranche A Revolving Loan DocumentNote, and no consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Tranche A Lenders, and, in the Borrower and acknowledged by case of an amendment, the Administrative AgentBorrowers, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no such amendment, waiver or consent shall:
shall (ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Tranche A 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) 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, the Tranche A Revolving Loans payable to any LoanTranche A Lender, reduce the amount of any fee payable for the account of any Tranche A Lender, or (subject postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Tranche A Revolving Loans payable to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Tranche A Lender, in each case without the written consent of each any Tranche A Lender directly affected thereby; provided, however(ii) increase the Tranche A Total Commitment, that only (iii) change the consent percentage of the Required Lenders shall be necessary to waive any obligation Tranche A Total Commitment or of the Borrower aggregate unpaid principal amount of the Tranche A Revolving Loan Notes that is required for the Tranche A Lenders or any of them to pay interest at the Default Rate;
take any action hereunder, (eiv) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 amend the definition of “Required Tranche A Lenders” or “Pro Rata Share”, (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Tranche A Revolving Loan Documents), subordinate any other provision hereof specifying Lien granted in favor of the number Agent for the benefit of the Tranche A Lenders, or percentage release any Borrower, (vi) modify, waive, release or subordinate the super priority claim status of Lenders required to the Obligations (except as permitted in this Agreement and the Tranche A Revolving Loan Documents), or (vii) amend, modify or waive Section 7.01(t), 7.02(n) or otherwise modify any rights hereunder or make any determination or grant any consent hereunderthis Section 10.02 of this Agreement, in the case of clauses (ii) through (vii), without the written consent of each Tranche A Lender; and. Notwithstanding the foregoing, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required aboveAgent, affect the rights or duties of the Swing Line Lender under this Agreement; Agent (iibut not in its capacity as a Tranche A Lender) 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 the other Tranche A Revolving Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Documents. The parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner acknowledge that would all material amendments to this Agreement will require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Bankruptcy Court.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any (a) Any provision of this Agreement or any other Loan DocumentCredit Document may be amended, and no consent to any departure modified or supplemented by the Borrower therefrom, shall be effective unless an instrument in writing signed by the Required Obligors and the Majority Revolving Credit Lenders, or by the Obligors and the Administrative Agent acting with the written consent of the Majority Revolving Credit Lenders, and any provision of this Agreement may be waived by an instrument in writing signed by the Obligors and the Majority Revolving Credit Lenders, or by the Obligors and the Administrative Agent acting with the written consent of the Majority Revolving Credit Lenders and 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 givenBorrower; provided, however, that no such amendment, waiver or consent shallthat:
(ai) waive any condition set forth in Section 4.01(a) without no amendment, modification, supplement or waiver shall, unless by an instrument signed by all of the Revolving Credit Lenders or by the Administrative Agent acting with the written consent of each Lender;
Revolving Credit Lender (with Obligations directly affected in the case of clause (I)): (I) extend the scheduled final maturity of any Loan or Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Credit Commitment Termination Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to clause (b) of Section 3.2) or fees thereon, or extend the time of payment of interest or increase fees thereon, or reduce the Commitment principal amount thereof, (II) extend the final maturity of any Lender of the Revolving Credit Commitments (or reinstate any Commitment terminated pursuant to Section 2.05 10), (III) change the currency in which any Obligation is payable, (IV) amend the terms of this Section 12.4 or Section 8.02) without the written consent of such Lender;
4.7, 5 or 11.3, (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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(dV) reduce the principal of, or percentages specified in the rate of interest specified herein on, any Loan, or (subject to clause (iii)) definition of the second proviso term “Majority Revolving Credit Lenders” or amend any provision of any Credit Document requiring the consent of all the Revolving Credit Lenders or reduce any other percentage of the Revolving Credit Lenders required to this Section 10.01) make any fees determinations or other amounts payable waive any rights hereunder or under to modify any other Loan Document without provision hereof (it being understood that, the written consent of each Lender directly affected thereby; providedIncreased Facility Amount, howeverif extended by any Revolving Credit Lender, that only shall be, and with the consent of the Required Lenders shall be necessary Majority Revolving Credit Lenders, other additional extensions of credit pursuant to waive any obligation this Agreement may be, included in the determination of the Borrower Majority Revolving Credit Lenders without notice to pay interest at or consent of any other Revolving Credit Lender or the Administrative Agent on substantially the same basis as the Revolving Credit Commitments (and related extensions of credit) are included on the Closing Date), (VI) release any Guarantor from its obligations under Section 6 (unless permitted by this Agreement), (VII) consent to the assignment or transfer by any Obligor of any of its rights and obligations under any Credit Document, (VIII) release all or substantially all the Collateral or terminate the Lien under any Credit Document in respect of all or substantially all the Collateral (except as permitted by the Credit Documents) or agree to additional obligations (other than the Obligations and the Increased Facility Amount) being secured by the Collateral, (IX) amend Section 12.3 or any other indemnification and expense reimbursement provision set forth in any Credit Document, (X)increase the Normal Advance Rate in excess of sixty-five percent (65%) of the aggregate value or Eligible Inventory or in excess of eighty-five percent (85%) of the Appraised Inventory Liquidation Value of Eligible Inventory, it being understood, however, that: (a) the foregoing shall not prevent the Administrative Agent, in its administration of the Revolving Credit Loans, from restoring any component of the Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value, or (XI) increase the aggregate principal amount available to be borrowed under this Agreement other than in accordance with the requirements for the Increased Facility Amount.
(ii) no such amendment, modification, supplement or waiver shall increase the Revolving Credit Commitments of any Revolving Credit Lender over the amount thereof then in effect without the consent of such Revolving Credit Lender (it being understood that amendments, modifications or waivers of conditions precedent, covenants, Default Rateor Events of Default shall not constitute an increase of the Commitment of any Revolving Credit Lender);
(eiii) change any modification or supplement of or waiver with respect to Section 2.12 or Section 8.03 or 11 which affects the Administrative Agent in its capacity as such shall require the consent of the Administrative Agent;
(iv) no consent of any Revolving Credit Lender need be obtained, and the Administrative Agent is hereby authorized, to release any Lien securing the Obligations on Property which is the subject of any Disposition permitted by this Agreement and the other Credit Documents;
(v) no reduction of the percentage specified in the definition of “Pro Rata ShareMajority Revolving Credit Lenders” in a manner that would alter the pro rata sharing of payments required thereby shall be made without the written consent of each Revolving Credit Lender (it being understood that the Increased Facility Amount, if extended by any Revolving Credit Lender; or, shall be, and with the consent of the Majority Revolving Credit Lenders, other additional extensions of credit pursuant to this Agreement may be, included in any such definition without notice to or consent of any other Revolving Credit Lender or the Administrative Agent on substantially the same terms as the Revolving Credit Commitments (and related extensions of credit) are included on the Closing Date);
(f) 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 (ivi) no amendment, modification or waiver shall make any change to Section 2.1(e) or consent shallthe definitions of “Swing Loan Commitment”, unless in writing and signed by “Swing Loan Maturity Date” or “Swing Loans” or the Swing Line Lender in addition to Loan Note without the Lenders required aboveconsent of the Swing Loan Lender; and
(vii) no amendment, modification or waiver shall affect the rights or duties of the Swing Line Issuing Lender under this Agreement; (iiin its capacity as such or alter the obligation of any Revolving Credit Lender pursuant to Section 2.3(e) 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 (iii2.3(f) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 the Issuing Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or .
(b) a Lender prohibits an Acquisition If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by the Borrower or a Subsidiary by exercise of Section 12.4(a)(i) (other than clause (cI) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”section), then with the consent of the Required LendersMajority Revolving Credit Lenders is obtained but the consent of one or more of such other Revolving Credit Lenders whose consent is required is not obtained, the then Borrower shall be permitted have the right to effect the replacement of (i) the replace each such non-consenting Revolving Credit Lender or Revolving Credit Lenders that did not agree (so long as all non-consenting Revolving Credit Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the modification proposed change, waiver, discharge or amendment requested termination; provided, however, that Borrower shall not have the right to replace a Revolving Credit Lender solely as a result of the exercise of such Revolving Credit Lender’s rights (and the withholding of any required consent by the Borrower such Revolving Credit Lender) pursuant to clause (such Lender or Lenders, collectively the “Minority Lenders”I) or (ii) a Blocking Lender, as applicable, in accordance with of Section 10.1312.4(a)(i).
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Company 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; provided, however, provided that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a4.1(a) without the written consent of each Lender;
(b) increase or extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.2) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) 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 specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0110.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower Company to pay interest at the Default Rate;
(e) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” 8.3 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 “"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; or
(g) release all or substantially all of the Guarantors from the Guaranty without the written consent of each Lender; and, provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer 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; (iiiii) 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 (iiiiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any the other Loan DocumentCredit Documents, and no nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed by all of the Lenders do any of the following at any time: (ai) as to the funding of Loans on the Closing Date, waive any condition set forth of the conditions specified in Section 4.01(a6.01 and 6.02, (ii) without change any of the written consent provisions of each Lender;
(b) extend or increase the Commitment definition of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement "Required Lenders" or any other Loan Document for provision of any payment Credit Documents specifying the number, percentage or mandatory prepayment type of principalLenders required to waive, interestamend or modify any rights thereunder or make any determination or grant any consent thereunder, fees (iii) release any Guarantor, or other amounts due reduce or limit the obligations of any Guarantor under any Guaranty Agreements or otherwise limit such Guarantor's liability with respect to the Lenders Obligations owing to the Agent, the Issuing Bank, the Swingline Lender and the Lenders, (or iv) release any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal ofBT Credit Party, or reduce or limit the rate obligations of interest specified herein onany BT Credit Party under the BT Intercompany Debt Documents or otherwise limit such BT Credit Party's liability owing to Conso International with respect to the "Obligations" under the BT Intercompany Loan Agreement; (v) release any material portion of the Collateral in any transaction or series of related transactions, any Loan(vi) amend this Section 12.02 or Section 12.06, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(evii) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 5.10 in a any manner that would alter the pro rata sharing of the payments required thereby without the written consent of each Lender; or
(f) 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 amendthereby, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderprovided, 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 Swing Line Required Lenders and each Revolving Lender, Term A Lender, Term B Lender in addition to or Swingline Lender, as the Lenders required abovecase may be, affect that is directly affected by such amendment, waiver or consent, (i) increase the rights or duties Commitments of the Swing Line Lender under this Agreement; such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone the maturity of any Loan or the termination of any Commitment, (iv) postpone, waive or excuse any scheduled date for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iv) change the order of application of any prepayments as set forth in Section 5.08(d) or Section 5.7(d)) and any payments as set forth in Section 5.10(b) in any manner that adversely affects such Lender; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Issuing Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank under this Agreement; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swingline Lender under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative such Agent under this Agreement or any the other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoCredit Documents. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) If the Borrower requests or any of its Subsidiaries sells, leases or otherwise disposes of any property that this Agreement be modified constitutes Collateral and such sale, lease or amended other disposition is permitted under Section 8.03, the Lien on such Collateral in a manner that would require favor of the unanimous consent of all Agent for the benefit of the Lenders shall be automatically released and such modification or amendment is agreed to by the Required LendersAgent shall, or (b) a Lender prohibits an Acquisition by upon the Borrower or a Subsidiary by exercise of clause (c) reasonable request and at the expense of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted AcquisitionBorrower, and such Lender is without the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the necessity of any consent of the Required Lenders, execute and deliver such releases, lien terminations and other documents as the Borrower shall be permitted reasonably request to effect evidence the replacement release of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Liens.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Conso International Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Revolving Line of Credit Notes, or any other Loan Document, and no Document nor consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Borrower and acknowledged by the Administrative AgentBorrowers, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, PROVIDED that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 all the Swing Lenders, do any of the following: (i) increase any Revolving Line Lender in addition to of Credit Commitment of any of the Lenders required aboveor subject the Lenders to any additional obligations; (ii) reduce the principal of, affect or interest on, any Revolving Line of Credit Loan or fees hereunder; (iii) postpone any date fixed for any payment of principal of, or interest on, any Revolving Line of Credit Loan, or fee hereunder; (iv) change the rights or duties percentage of any of the Swing Revolving Line Lender of Credit Commitments or of the aggregate unpaid principal amount of any of the Revolving Line of Credit Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement; (iiv) no amendment, waiver or consent shall, unless change any provision contained in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties this SECTION 11.2 hereof; (vi) release any substantial portion of the Administrative Agent security for the Obligations of the Borrowers under this Agreement or any Revolving Line of Credit Note, except for dispositions permitted under Sections 5.2 or 9.3 or release any Guarantor of any of its obligations under the Guaranty or other document delivered by the Guarantor; (vii) modify the definition of "Majority Lenders" as set forth in SECTION 10; or (viii) in those provisions where consent or approval by the Majority Lenders is required, eliminate the requirement of such consent or approval. Upon receipt of an affidavit of an officer of Agent as to the loss, theft, destruction or mutilation of any Revolving Line of Credit Note or any other security document which is not of public record and in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of any such Revolving Line of Credit Note or other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waivedBorrowers will issue, in lieu thereof, a writing executed only by replacement Revolving Line of Credit Note or other Revolving Line of Credit Loan Document in the parties thereto. Notwithstanding anything same principal amount thereof (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 extent applicable) and otherwise of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13like tenor.
Appears in 1 contract
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement Agreement, any Note or any other Loan Document, and no nor consent to any departure by the Borrower therefrom, nor any release of Collateral other than as expressly provided for in this Agreement or any Loan Document, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and (and, if the Borrower and acknowledged rights or duties of any Agent or the Issuing Bank are affected thereby, by such Agent or the Administrative AgentIssuing Bank as the case may be), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 all Lenders, do any of the Swing Line following:
(1) waive any of the conditions specified in Article 3,
(2) change the percentage of the Lender in addition to Shares or the percentage of any of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders required aboveor any of them to take any action hereunder,
(3) amend this Section 8.01, affect or
(4) change the rights definition of Majority Lenders or duties of the Swing Line Lender under this Agreementdefinitions contained in Section 8.01(b); (ii) and provided further that no such amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the all Lenders required aboveholding Term Loans and Revolving Facility Commitments, affect the rights or duties do any of the Administrative Agent under this Agreement following:
(1) increase the Commitments or subject such Lenders to any additional obligations,
(2) reduce the principal of or the interest rate or accrued interest on the Advances or the amount of any Letter of Credit Obligations or any other fees to any such Lenders or modify the ratable sharing of payments under any Loan Document,
(3) postpone any date for the payment of interest or fees in respect of any Advances, or
(4) postpone the Revolving Facility Termination Date or Term Loan Termination Date; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, provided further that no Defaulting Lender shall have any right to approve or disapprove any such amendment, waiver or consent hereundershall:
(1) reduce the amount or extend the payment date of any mandatory repayment or prepayment of any Revolving Advances pursuant to Section 2.07(d), unless it is in writing and signed by the Majority RC Lenders (as defined in Section 8.01(b)); provided that no such date shall be postponed beyond the Revolving Facility Termination Date (except that as expressly contemplated by the Commitment third proviso to this Section 8.01(a)) unless it is in writing and signed by all Lenders with Revolving Facility Commitments,
(2) expressly amend, modify, supplement or waive any condition precedent in Section 3.02 or 3.03 to any Borrowing of such Lender may not be increased or extended Revolving Advances without the written consent of the Majority RC Lenders, or
(3) reduce the amount or extend the payment date of any Term Loan or any mandatory repayment or prepayment of any Term Loans pursuant to Section 2.07(d) or (f), unless it is in writing and signed by the holders of more than 50% of the aggregate outstanding amount of Term Loans; provided that no such Lender. Notwithstanding anything date shall be postponed beyond the Term Loan Maturity Date (except as expressly contemplated by the third proviso to the contrary contained in this Section 10.01, 8.01(a)) unless it is in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of writing and signed by all of the Lenders and such modification or amendment is agreed to by the Required Term Lenders, or .
(b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) As used in Section 8.01(a), “Majority RC Lenders” means Lenders holding more than 50% of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent aggregate outstanding amount of the Required LendersRevolving Facility Commitments or, if the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or LendersRevolving Facility Commitments have been terminated, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Revolving Advances.
Appears in 1 contract
Amendments, Etc. No Subject to Section 3.3(c), Section 2.12, 2.13, 2.14 and the last paragraph of this Section 11.1, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.2) without the written consent of such Lender;
Lender (cit being understood that a waiver of any Default, Event of Default or mandatory prepayment hereunder will not constitute an extension or increase of any Commitment); (b) 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) hereunder or under any such other Loan Document without the written consent of each Lender directly affected thereby;
entitled to such payment (dit being understood that a waiver of any Default, Event of Default or mandatory prepayment hereunder will not constitute such a postponement); (c) reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount (it being understood that a waiver of any Default, Event of Default or mandatory prepayment hereunder will not constitute such a reduction in principal); provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
; (ed) change (i) Section 2.12 8.3 or (ii) except as provided in Section 8.03 or the definition of “Pro Rata Share” 2.12, 2.13 and 2.14, change Section 2.3(b)(v) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each LenderLender directly and adversely affected thereby; or
(fe) change (i) any provision of this Section 11.1 or the definition of “Required Lenders” or “Required Class 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 hereunderhereunder without the written consent of each Lender; (f) release all or substantially all of the value of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; and(g) release all or substantially all of the Guaranties of the Guarantors pursuant to Article X, provided furtherwithout the written consent of each Lender, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition except to the Lenders required above, affect extent the rights or duties release of the Swing Line Lender under this Agreement; any Subsidiary from its Guaranty is permitted pursuant to Section 9.10 (ii) no amendment, waiver or consent shall, unless in writing and signed which case such release may be made by the Administrative Agent in addition to the Lenders required above, affect the rights acting alone); or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.115
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
Amendments, Etc. (a) No waiver or amendment or waiver of any provision of this Agreement Agreement, or any other Loan Document, and no consent to any departure by the Borrower therefromLoan Parties or Parent herefrom, shall be effective unless the same shall be in writing and signed by each of the Required Lenders Loan Parties, Parent, the Administrative Agent and 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 givenMajority Lenders; provided, however, that no such amendment, waiver or consent agreement shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Commitment of any Lender Maturity Date (or reinstate any Commitment terminated other than pursuant to Section 2.05 or Section 8.02the Extension Term) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(dii) reduce extend the date of any payment or deposit of Collections by the Borrowers or the time of payment of the principal amount of, or the rate of accrued interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Loans without the written consent of each Lender directly affected thereby; providedLender;
(iii) other than in connection with a transfer permitted under Section 5.05(c) or Section 5.05(f), howeverrelease the security interest in or transfer all or a substantial portion of the Collateral, that only in each case, without the written consent of each Lender;
(iv) release guarantees of any Guarantor without the written consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default RateEighty-Five Percent Lenders;
(ev) change Section 2.12 the outstanding principal amount of any of the Loans made by any Lender hereunder or Section 8.03 reduce the rate of interest thereon other than as provided herein without the written consent of such Lender;
(vi) change the amount of any Lender’s Commitment other than as provided herein without the written consent of such Lender;
(vii) amend, modify or waive any provision of the definition definitions of “Pro Rata ShareCollateral” or this Section 10.01 without the written consent of each Lender;
(viii) amend Section 10.07 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or;
(fix) change amend, modify or waive any provision of this Section 5.05(b), (c), (d), (f), (g) or (i) without the written consent of the Supermajority Lenders;
(x) amend, modify or waive any provision of Section 5.05(b) or (i) to the extent the effect of any such amendment, modification or waiver would permit the Borrowers to grant Mortgage Documents on the Financed Properties to any Person other than the Administrative Agent or the definition Collateral Agent in its capacity as Administrative Agent or Collateral Agent under this Agreement with a priority senior to that of “Required Lenders” the Administrative Agent or the Collateral Agent hereunder without the written consent of each Lender;
(xi) other than in connection with a transfer permitted under Section 5.05(c) or Section 5.05(f), consent to or permit the assignment or transfer by the Loan Parties or any other provision hereof specifying of their rights and obligations under this Agreement or of any of their right, title or interest in or to 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, Collateral without the written consent of each Lender; andor
(xii) amend, provided furthermodify or waive any provision of the definitions of “Majority Lenders”, “Supermajority Lenders”, “Eighty-Five Percent Lenders”, “Thirty-Three Percent Lender” or “Thirty-Three Percent Lender Instruction” without the consent of each Lender; provided, however, that (i) no amendmentsuch agreement shall amend, waiver modify or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, otherwise affect the rights or duties of the Swing Line Calculation Agent, the Collateral Agent or the Paying Agent hereunder without the prior written consent of the Calculation Agent or the Paying Agent, as applicable. For purposes of this Section 10.01, each Approved Participant to whom a related Assigning Lender under this Agreement; (ii) no amendment, assigned its voting rights shall be deemed to be a “Lender” whose consent shall be required to the same extent as consent of any other Lender that would otherwise be required. Any waiver or consent shall, unless shall be effective only in writing the specific instance and signed by for the Administrative Agent in addition to the Lenders required above, affect the rights specific purpose for which given.
(b) No term or duties provision of the Administrative Agent under this Agreement Equity Owner Guaranty, the Borrower GP Guaranty, the Blackstone Guaranty, the Parent Guaranty or any other the Blackstone Funding Commitment (collectively, the “Loan Document; and (iiiGuarantees”) the Fee Letter may be amended, supplemented or rights or privileges thereunder waivedotherwise modified without the prior written consent of the Supermajority Lenders, other than in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove case of any amendment, waiver supplement or modification that materially and adversely effects the Lenders, in which case consent hereunderof the Eighty-Five Percent Lenders shall be required, except and no Guarantor may assign any of its rights, powers, duties or obligations under the Loan Guaranty to which it is a party without the prior written consent of the Eighty-Five Percent Lenders; provided that if at any time the Commitment of Aggregate Total Exposure is held by only two Lenders, then any such Lender may not be increased amendment, supplement or extended without modification shall require the consent of such each Lender. Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Loan Parties in the event that (a) the Borrower requests that connection with this Agreement may be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to form reasonably determined by the Required LendersAdministrative Agent and may be, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisitiontogether with this Agreement, which Acquisition would otherwise be a Permitted Acquisitionamended, supplemented and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then waived with the consent of the Required Lenders, Administrative Agent at the request of the Borrower shall be permitted Representative without the need to effect obtain the replacement consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) the Lender to comply with local law or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lendersadvice of local counsel, collectively the “Minority Lenders”) or (ii) a Blocking Lenderto cure ambiguities, as applicableomissions, in accordance mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with Section 10.13this Agreement and the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No (a) Except as otherwise expressly provided herein (including in Sections 2.17, 2.18, 5.1(f) and 10.3(i) hereof), no modification, amendment or waiver of any provision of this Agreement or any other Loan DocumentCredit Agreement, and no consent to any departure by the a Borrower therefromor a Parent herefrom, shall in any event be effective unless the same shall be in writing and signed by either the Administrative Agent and the Required Lenders (or such other Lenders as required in the proviso below), or the Administrative Agent with the consent of the Required Lenders (or such other Lenders as required in the proviso below), and acknowledged and agreed to by the Borrowers and the Borrower Parents and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that:
(i) no such modification, amendment, waiver or consent shall:
, without the written consent of all Lenders (aor, solely in the case of clause (C) waive any condition set forth in Section 4.01(a) below, without the written consent of each Lender;Lender adversely affected thereby),
(bA) extend amend or modify any provision of this Credit Agreement which provides for the unanimous consent or approval of the Lenders,
(B) release any Pledged Collateral or any material amount of Collateral or any of the Pledged Securities (in each case, except as contemplated herein) or release any Pledgor from its obligations hereunder (except as contemplated herein),
(C) alter the pro rata payment provisions in Sections 2.12, 9.2 and 9.3 hereof, the final scheduled maturity or principal amount of any Loan, or decrease the rate of interest payable thereon, reduce or postpone any fees or other amounts to be paid hereunder to any Lender, the amount or timing of any Quarterly Net Collections, or delay the fixed scheduled maturity of any payment required to be made under this Credit Agreement,
(D) amend the definition of “Required Lenders” to decrease the percentage of Lenders referred to therein,
(E) materially amend the definition of “Collateral”, “Pledged Securities” or “Pledged Collateral”,
(F) subordinate the Obligations or any Lien under the Transaction Documents in right of payment to any other Indebtedness or to any other lien securing any other Indebtedness, or
(G) amend or modify this Section 10.10(a),
(ii) no such modification, amendment, waiver or consent shall increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;,
(ciii) postpone any date fixed by this Agreement no such modification, amendment, waiver 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 consent shall amend Section 2.2 hereof without the written consent of each Lender directly affected thereby;the Administrative Agent,
(div) reduce no such modification, amendment, waiver or consent shall amend or modify the principal of, or the rate provisions of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 2.15 hereof or the definition of “Pro Rata ShareDefaulting Lender” in a manner that would alter the pro rata sharing of payments required thereby without the prior written consent of each Lender; orthe Administrative Agent, and all the Lenders, and
(fv) change any provision of this Section no modification or amendment to the definition of “Required LendersLTV Percentage”, “Maximum LTV Percentage” or Section 6.24 shall be permitted without the consent of all the Lenders. No such amendment or modification may adversely affect the rights and obligations of the Administrative Agent hereunder without its prior written consent. No notice to or demand on any of the Borrowers or the Parents shall entitle such Borrower or Parent to any other provision hereof specifying or further notice or demand in the number same, similar or percentage other circumstances. Each holder of Lenders required to amenda Note shall be bound by any amendment, 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 amendmentmodification, waiver or consent shallauthorized as provided herein, unless in writing and signed by the Swing Line Lender in addition whether or not such Note shall have been marked to the Lenders required aboveindicate such amendment, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendmentmodification, waiver or consent shalland any consent by any holder of such Note shall bind any Person subsequently acquiring such Note, unless in writing and signed whether or not such Note is so marked.
(b) If any Lender (i) requests compensation under Sections 2.7(b), 2.10 or 2.13 hereof, or (ii) becomes a Defaulting Lender, or (iii) does not consent to any waiver, consent or modification requested by the Borrowers (but only where the consent of all the Lenders or each affected Lender is required for such waiver, consent or modification and the Borrowers obtain approval for the waiver, consent or modification from Lenders holding at least seventy-five percent (75%) of the Total Commitments), then the Borrowers may, at their sole expense and effort and upon notice to such Lender and the Administrative Agent Agent, require such Lender to assign and delegate, without recourse (in addition accordance with and subject to the Lenders required aboverestrictions contained in Section 10.3 hereof), affect all of its interests, rights and obligations under this Credit Agreement and the rights or duties other Fundamental Documents to an assignee which shall assume such obligations and which accepts such assignment; provided, that (w) the Borrowers shall have received the prior written consent of the Administrative Agent under this Agreement or any other Loan Document; and (iiisuch consent not to be unreasonably withheld), (x) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting such Lender shall have any right received payment of an amount equal to approve or disapprove any amendmentthe outstanding principal of its Loans, waiver or consent hereunderaccrued interest thereon, except that accrued fees, and all other amounts then payable to it hereunder from the Commitment assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), and if it was a Defaulting Lender, such assignee shall have paid an amount necessary to remedy the matters that caused such assignor to become a Defaulting Lender may not (which amount shall be increased reallocated among the Non-Defaulting Lenders), (y) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or extended without payments required to be made pursuant to Sections 2.7(b) or 2.13, such assignment will result in a reduction in such compensation or payment on an ongoing basis and (z) in the consent case of any such assignment by a non-consenting Lender. Notwithstanding anything , the assignee consents to the contrary contained in this Section 10.01proposed waiver, in the event that (a) the Borrower requests that this Agreement be modified consent or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13modification.
Appears in 1 contract
Samples: Credit, Security and Pledge Agreement (Lions Gate Entertainment Corp /Cn/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such LenderArticle VIII);
(cb) 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyDocument;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyDocument; provided, however, that only the consent of the Required Lenders and the Borrower shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(d) change the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share of any Lender (except for any such change resulting from Section 2.12 3.06(b) or Section 8.03 10.15) or the definition of “a Lender’s right to receive its Pro Rata Share” in a manner that would alter the pro rata sharing Share of payments required thereby without or proceeds under Sections 2.11;
(f) amend this Section 10.01 or Section 2.12, or any provision herein providing for consent or other action by all the written consent of each LenderLenders; or
(fg) change release any Guarantor from its Guarantee other than a release made in accordance with the applicable provision of this Section Agreement 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; such Guarantee. and, provided further, that (i) 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; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders required aboveor all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; Document and (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. 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 extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary contained contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) 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 (but such Lender shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Section 10.01Agreement. Notwithstanding the foregoing or any other provision of this Agreement, in the event that the terms of this Agreement are required to be modified as specified in the applicable provisions of the Fee Letter, then this Agreement shall be deemed modified (ato the extent not adverse to the Lenders) in accordance therewith, effective immediately upon written notice thereof being given by the Administrative Agent to the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of and the Lenders and such modification or amendment is agreed without requiring any other action to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13taken hereunder.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Agreement (Harris Corp /De/)
Amendments, Etc. No amendment amendment, modification, supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall may in any event be effective unless in writing signed by the Required Lenders and Administrative Agent with the Borrower and acknowledged by written approval of the Administrative AgentMajority Lenders, and each such waiver or consent shall be effective then only in the specific instance and for the specific purpose for which given; providedand without the approval in writing of all the Lenders, however, that no such amendment, waiver modification, supplement, termination, waiver, or consent shall:
may be effective: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the amount of principal, principal prepayments, or the rate of interest specified herein payable on, any LoanObligation or increase the amount of any Commitment or decrease the amount of any fee payable to any Lender; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation or any installment of any fee or to extend the term of any Commitment; (c) to amend or modify the provisions of (i) the definitions of “Commitment” or “Majority Lenders” in Section 1.01, or (subject to clause (iii)ii) of the second proviso to this Section 10.0111.01, Sections 2.11, 11.08 or 11.17 or Article VIII; (d) any fees to amend or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change modify any provision of this Section Agreement that expressly requires the consent or approval of all the definition of “Required Lenders” ; or any other provision hereof specifying (e) to release the number or percentage of Lenders required to amendGuaranty; and provided, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Lenders required aboveor all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; . Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.01 shall apply equally to and (iii) be binding upon, all of the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoLenders. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Company therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Company 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment Loan of any Lender (or reinstate any Commitment obligation terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause subsection (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Company to pay interest at the Default Rate;
(e) change Section 2.12 2.14 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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; (ii) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loan is being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 Loan of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. (a) No modification, amendment or waiver of any provision of this Agreement or any other Loan Documentthe Security and Pledge Agreement, and no consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (it being understood that the addition of F-M Canada as a Borrower and the inclusion of its accounts receivable in the Borrowing Base in accordance with Section 10.19 shall not require the consent of any Lender); provided, however, that no such amendment, waiver modification or consent shall:
(a) waive any condition set forth in Section 4.01(a) amendment shall without the written consent of each Lender;
the Lender affected thereby (bx) extend or increase the Commitment of any a Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), or reinstate (y) reduce the principal amount of any Commitment terminated pursuant to Section 2.05 Loan (or Section 8.02any unreimbursed Letter of Credit) or the rate of interest payable thereon, or extend any date for the payment of interest, principal or fees hereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrowers’ obligations hereunder; and, provided, further, that no such modification or amendment shall without the written consent of such Lender;
(cA) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment all of principal, interest, fees or other amounts due to the Lenders (i) amend or modify any provision of them) hereunder this Agreement which provides for the unanimous consent 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 clause (iii)) approval of the second proviso to Lenders, (ii) amend this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 10.10 or the definition of “Pro Rata Share” Required Lenders or (iii) amend or modify the Superpriority Claim status of the Lenders contemplated by Section 2.24 or (B) the Super-majority Lenders (i) release any material portion of the Collateral from the Liens created under the Security and Pledge Agreement, (ii) release any Borrower, in its capacity as a guarantor of the Guaranteed Obligations or from its joint and several obligations under Section 2.07, (iii) alter the eligibility standards used in determining the Borrowing Base in a manner which would increase the amount of the Borrowing Base, (iv) increase the Total Commitment to an amount in excess of $500,000,000, or (v) increase the advance rates in calculation of the Borrowing Base or (C) Bank One, NA or any applicable banking Affiliate thereof (or their respective successors or assigns) amend or modify clause (y) of Section 6.03(vi) (or enter into any amendment or waiver of this Agreement that would have the effect of modifying clause (y) of Section 6.03(vi)) in a manner that would alter adversely affect Bank One, NA or such applicable banking Affiliate, successor or assign and provided further that any amendment or modification of the pro rata sharing of payments required thereby without Security and Pledge Agreement that requires the written consent of each Lender; or
(f) change any provision Bank One, NA pursuant to Section 19 thereof shall not be effective unless and until such consent is obtained. No such amendment or modification may adversely affect the rights and obligations 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 the Administrative Agent, (ii) the Fronting Bank or (iii) the Swing Line Lender, in each case without its prior written consent. No notice to or demand on any Borrower shall entitle any Borrower to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be bound by any amendment, waiver modification, waiver, or consent shallauthorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest in the Loans held by such Lender. No amendment to this Agreement shall be effective against any Borrower 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; such Borrower.
(iib) 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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.0110.10(a), in the event that (a) the any Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.modified
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Federal Mogul Corp)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (excluding the Fee Letter), and no consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower, (y) in the case of any other waiver or consent, by the Required Lenders (or by the Collateral Agent with the consent of the Required Lenders) and (z) in the case of any other amendment, by the Required Lenders (or by the Collateral Agent with the consent of the Required Lenders) and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that copies of all executed amendments, waivers and consents shall be provided to the Agents promptly after execution; provided, further, however, that no such amendment, waiver or consent shall:: -128- 939843v.13
(ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (Lender, reduce the principal of, or reinstate interest on, the Loans payable to any Commitment terminated pursuant Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to Section 2.05 or Section 8.02) any Lender, in each case, without the written consent of such Lender;
; (cii) 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 increase 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby Total Commitment without the written consent of each Lender; or
(fiii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any provision of this Section or them to take any action hereunder without the written consent of each Lender; (iv) amend the definition of “Required Lenders” or “Pro Rata Share” without the written consent of each Lender; (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any other provision hereof specifying Lien granted in favor of the number Collateral Agent for the benefit of the Agents and the Lenders, or percentage release the Borrower or any Guarantor (except in connection with a Disposition of Lenders required to amendthe Equity Interests thereof permitted by Section 7.02(c)(ii)), waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderin each case, without the written consent of each Lender; and, provided furtherprovided, that the Required Lenders may elect to release all or a substantial portion of the Collateral without the requirement to obtain the written consent of each Lender if such release is in connection with (ix) no amendment, waiver or consent shall, unless in writing and signed an exercise of remedies by the Swing Line Lender in addition to Collateral Agent at the Lenders required above, affect the rights or duties direction of the Swing Line Lender under this Agreement; Required Lenders pursuant to Section 9.01 or (iiy) no amendment, waiver any Disposition of all or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties a substantial portion of the Administrative Agent under this Agreement Collateral by one or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all more of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then Loan Parties with the consent of the Required Lenders, Lenders after the Borrower shall be permitted to effect occurrence and during the replacement continuance of (i) the Lender or Lenders that did not agree to the modification or amendment requested an Event of Default so long as such Disposition is conducted in a commercially reasonable manner as if such Disposition were a disposition of collateral by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, secured creditor in accordance with Article 9 of the UCC; or (vi) amend, modify or waive Section 10.134.02, Section 4.03 or this Section 12.02 of this Agreement without the written consent of each Lender.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any the other Loan DocumentCredit Documents, and no nor consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed by all of the Lenders do any of the following at any time: (ai) waive any condition set forth of the conditions specified in Section 4.01(a6.01, (ii) without change any of the written consent provisions of each Lender;
(b) extend or increase the Commitment definition of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement "Required Lenders" or any other Loan Document for provision of any payment Credit Documents specifying the number, percentage or mandatory prepayment type of principalLenders required to waive, interestamend or modify any rights thereunder or make any determination or grant any consent thereunder, fees (iii) release any Guarantor, or other amounts due reduce or limit the obligations of any Guarantor under any Guaranty Agreements or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders, (iv) release any material portion of the Collateral in any transaction or any series of themrelated transactions, (v) hereunder amend this Section 12.02 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 LoanSection 12.06, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(evi) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 5.10 in a any manner that would alter the pro rata sharing of the payments required thereby without the written consent of each Lender; or
(f) 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 amendthereby, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderprovided, 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 Swing Line Required Lenders and each Revolving Lender, Term A Lender in addition to or Term B Lender, as the Lenders required abovecase may be, affect that is directly affected by such amendment, waiver or consent, (i) increase the rights or duties Commitments of the Swing Line Lender under this Agreement; such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone the maturity of any Loan or the termination of any Commitment, (iv) postpone, waive or excuse any scheduled date for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iv) change the order of application of any prepayments as set forth in Section 5.08(e) in any manner that adversely affects such Lender; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Banks under this Agreement; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lenders, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swingline Lenders under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Credit Documents. If any Borrower or any of its Subsidiaries sells, leases or otherwise disposes of any property that constitutes Collateral and such sale, lease or other Loan Document; and (iii) disposition is permitted under Section 9.03, the Fee Letter may be amended, or rights or privileges thereunder waived, Lien on such Collateral in a writing executed only by favor of the parties thereto. Notwithstanding anything to Administrative Agent for 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all benefit of the Lenders shall be automatically released and such modification or amendment is agreed to by the Required LendersAdministrative Agent shall, or (b) a Lender prohibits an Acquisition by upon the Borrower or a Subsidiary by exercise of clause (c) reasonable request and at the expense of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted AcquisitionBorrowers, and such Lender is without the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the necessity of any consent of the Required Lenders, execute and deliver such releases, lien terminations and other documents as the Borrower Borrowers shall be permitted reasonably request to effect evidence the replacement release of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Liens.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Amendments, Etc. No amendment or waiver of any (i) Any provision of this Agreement or any other Loan DocumentBasic Document may be amended, and no consent to any departure modified or supplemented by the Borrower therefrom, shall be effective unless an instrument in writing signed by the Required Obligors and the Majority Lenders, or by the Obligors and the Administrative Agent acting with the written consent of the Majority Lenders, and any provision of this Agreement may be waived by an instrument in writing signed by the Obligors and the Majority Lenders, or by the Obligors and the Administrative Agent acting with the written consent of the Majority Lenders and 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 givenBorrower; provided, however, that no such amendment, waiver or consent shallthat:
(a) waive any condition set forth in Section 4.01(a) without the written consent no amendment, modification, supplement or waiver shall, unless by an instrument signed by all of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without by the Administrative Agent acting with the written consent of each Lender (with Obligations directly affected therebyin the case of clause (I)): (I) extend the scheduled final maturity of any Revolving Credit Loan or Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Credit Commitment Termination Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Revolving Credit Loans pursuant to Section 3.02 as a result of the applicability of the Post Default Rate) or fees thereon, or extend the time of payment of interest or fees thereon, or reduce the principal amount thereof, (II) modify or 114 -108- change any date or amount of scheduled reduction of Revolving Credit Commitments or extend the final maturity of any of the Revolving Credit Commitments (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10), (III) change the currency in which any Obligation is payable, (IV) amend the terms of this Section 12.04 or Sections 4.07, 5 or 11.09, (V) reduce the percentages specified in the definition of the term "Majority Lenders" or amend any provision of any Credit Document requiring the consent of all the Lenders or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof (it being understood that, with the consent of the Majority Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders without notice to or consent of any other Lender or Agent on substantially the same basis as the Revolving Credit Commitments (and related extensions of credit) are included on the Amendment and Restatement Date), (VI) release any Guarantor from its obligations under Section 6 (unless permitted by this Agreement), (VII) consent to the assignment or transfer by any Obligor of any of its rights and obligations under any Basic Document, (VIII) release all or substantially all the Collateral or terminate the Lien under any Basic Document in respect of all or substantially all the Collateral (except as permitted by the Basic Documents including Section 12.16 hereof) or agree to additional obligations (other than the Obligations) being secured by the Collateral, or (IX) amend Section 12.03 or any other indemnification and expense reimbursement provision set forth in any Basic Document;
(b) no such amendment, modification, supplement or waiver shall increase the Revolving Credit Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that amendments, modifications or waivers of conditions precedent, covenants, Default or Events of Default shall not constitute an increase of the Revolving Credit Commitment of any Lender);
(c) any modification or supplement of or waiver with respect to Section 11 which affects the Administrative Agent or the Arranger in their respective capacities as such shall require the consent of the Administrative Agent or the Arranger, as the case may be;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written no consent of each any Lender directly affected therebyneed be obtained, and the Administrative Agent is hereby authorized, to release any Lien securing the Obligations on Property which is the subject of any Disposition permitted by this Agreement and the other Basic Documents; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;and
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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, modification or waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, shall affect the rights or duties of the Swing Line Issuing Lender under this Agreement; (iiin its capacity as such or 115 -109- alter the obligation of any Lender pursuant to Section 2.03(e) 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 (iii2.03(f) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 the Issuing Lender. Notwithstanding anything to the contrary contained in this Section 10.01.
(ii) If, in connection with any proposed change, waiver, discharge or termination to any of the event that (a) the Borrower requests that provisions of this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to as contemplated by the Required Lenders, or Section 12.04(i)(a) (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of other than clause (cI) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”section), then with the consent of the Required LendersMajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, the then Borrower shall be permitted have the right to effect the replacement of (i) the replace each such non-consenting Lender or Lenders that did not agree (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the modification proposed change, waiver, discharge or amendment requested termination; provided, however, that Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by the Borrower such Lender) pursuant to clause (such Lender or Lenders, collectively the “Minority Lenders”I) or (ii) a Blocking Lender, as applicable, in accordance with of Section 10.1312.04(i)(a).
Appears in 1 contract
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan DocumentNote, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agents with the consent of the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedgiven PROVIDED, howeverHOWEVER, that no such amendment, waiver or consent shall:
shall (ai) waive increase the Commitment of any condition set forth Lender, reduce the principal of, or interest on, the Loans or the Reimbursement Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Loans or Letter of Credit Obligations payable to any Lender, in Section 4.01(aeach case without the written consent of any Lender affected thereby, (ii) increase the Total Commitment without the written consent of each Lender;
, (biii) extend change the percentage of the Commitments or increase of the Commitment aggregate unpaid principal amount of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document Notes that is required for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of themthem to take any action hereunder, (iv) hereunder amend the definition of "Required Lenders" or under any "Pro Rata Share", (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Document without Documents and except as permitted pursuant to subsections 8.6(e) and (h)), subordinate any Lien granted in favor of the written consent Collateral Agent for the benefit of each Lender directly affected thereby;
(d) reduce the principal ofLenders, or release the rate Borrower or any Guarantor, (vi) amend, modify or waive subsection 4.4 or this subsection 11.2 of interest specified herein on, any Loanthis Agreement, or (subject to clause (iii)vii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or amend the definition of “Pro Rata Share” "Borrowing Base", "PV-10 Value", "Proved Developed Producing Reserves", "Proved Developed Non-Producing Reserves", "Proved Undeveloped Reserves", "Proved Reserves", "NYMEX Strip Price", "Reserve Report", "Total Reserve Value" and "Basis Differential", in a manner that would alter the pro rata sharing of payments required thereby each case without the written consent of each Lender; or
(f) change any provision of this Section or . Notwithstanding the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amendforegoing, 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 Swing Line Lender in addition to the Lenders required abovean Agent, affect the rights or duties of the Swing Line Lender under this Agreement; such Agent (iibut not in its capacity as a Lender) 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 the other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Documents.
Appears in 1 contract
Amendments, Etc. (a) No modification, amendment or waiver of any provision of this Agreement or any Collateral Document (other Loan Documentthan the Account Control Agreements), and no consent to any departure by the Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Lenders and the Borrower and acknowledged (or signed by the Administrative Agent, as applicable, with the consent of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver modification or consent shall:
(a) waive any condition set forth in Section 4.01(a) amendment shall without the prior written consent of of: (i) each Lender;
Lender directly and adversely affected thereby (bA) extend or increase the Commitment of any Lender or extend the termination date of the Commitment of any Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in or reinstate any extension of the termination date of the Commitment terminated pursuant to Section 2.05 of a Lender), or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(dB) reduce the principal ofamount of any Loan, or the rate of interest specified herein on, payable thereon or any Loan, or Fees (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the Required Lenders shall be necessary for a waiver of default interest referred to in Section 2.07), or extend any date for the payment of principal, interest or Fees hereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrower’s obligations hereunder or (C) amend, modify or waive any obligation provision of Section 2.15(b); (ii) all of the Borrower to pay interest at the Default Rate;
Lenders (eA) change Section 2.12 amend or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders, (B) amend this Section 10.08 that has the effect of changing the number or percentage of Lenders that must approve any modification, amendment, waiver or consent or modify the percentage of the Lenders required in the definition of Required Lenders, (C) release all or substantially all of the Liens granted to the Administrative Agent hereunder or under any other Loan Document, or release all or substantially all of the Guarantor and the Subsidiary Guarantors (except to the extent contemplated by Payment Guaranty or the 110 Carry and Completion Guaranty or upon discharge in full of all Obligations) or (D) amend or modify Section 2.15; (iii) all Lenders, reduce the percentage specified in 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 any Collateral Document may be amended, supplemented or otherwise modified with the consent of the applicable Grantor and the Administrative Agent to (i) no amendment, waiver add assets (or consent shall, unless in writing and signed by the Swing Line Lender in addition categories of assets) to the Lenders required above, Collateral covered by such Collateral Document or (ii) release Collateral in respect of any Disposition thereof in compliance with the terms of this Agreement or as provided in any Collateral Document.
(b) No such amendment or modification shall adversely affect the rights or duties of the Swing Line Lender under this Agreement; (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 obligations of the Administrative Agent under this Agreement hereunder without its prior written consent.
(c) No notice to or demand on the Borrower or the Guarantor shall entitle the Borrower or the Guarantor to any other Loan Document; and (iiior further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(b) the Fee Letter may shall be amended, or rights or privileges thereunder waived, in a writing executed only bound by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver modification, waiver, or consent hereunderauthorized as provided herein, except that and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Commitment of Loans held by such Lender Xxxxxx. No amendment to this Agreement shall be effective against the Borrower or the Guarantor unless signed by the Borrower or the Guarantor, as the case may not be increased or extended without the consent of such Lender. be.
(d) Notwithstanding anything to the contrary contained in this Section 10.0110.08(a), (i) in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that which would require the unanimous consent of all of the Lenders or the consent of all Lenders directly and adversely affected thereby and, in each case, such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace any non-consenting Lender in accordance with an assignment pursuant to Section 10.02 (and such non-consenting Lender shall reasonably cooperate in effecting such assignment); provided that (x) such amendment or modification can be effected as a result of the assignment contemplated by such Section (b) a Lender prohibits an Acquisition together with all other such assignments required by the Borrower or a Subsidiary by exercise of to be made pursuant to this clause (ci)) and (y) such non-consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon and all other amounts due and payable to it under this Agreement from the applicable assignee or the Borrower and (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”)Loan Documents, then with the consent of the Required Lenders, Administrative Agent and the Borrower shall be permitted to effect amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the replacement of same is not objected to in writing by the Required Lenders within five (i5) the Lender or Lenders that did not agree Business Days after written notice thereof to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) 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 specified herein on, any Loan, Loan or (subject to clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.06, Section 2.07, Section 2.12, Section 2.13 or Section 8.03 or the definition of “Pro Rata Share” 8.03, in each case 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 “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, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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; Document and (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, any Term Loan B Loan, Term Letter of Credit or any other Loan Document, and no nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers (or the Administrative Borrower) and the Required Lenders and the Borrower and acknowledged by (or the Administrative AgentAgent at the request of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:, in each case, without the consent of the Administrative Agent, the Borrowers and each Lender directly affected thereby;
(a) waive increase or extend any condition set forth in Section 4.01(a) without the written consent Commitment of each such Lender;
(b) extend reduce or increase forgive the Commitment of principal of, or interest on, any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of Term Loan Obligation made by such Lender, or reduce or forgive any fees or other amounts payable hereunder to such Lender or release or discharge the Borrowers from their obligations to make such payments;
(c) postpone any date fixed by this Agreement for any scheduled payment of principal of, or interest on, any Term Loan Obligation or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due monetary Obligations owed to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected therebysuch Lender;
(d) reduce other than as expressly permitted hereunder or in the principal ofother Loan Documents, release (or the rate of interest specified herein on, any Loan, or (subject otherwise limit such Person’s liability with respect to clause (iii)) of the second proviso to this Section 10.01its Obligations) any fees Borrower or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default RateGuarantor;
(e) change Section 2.12 release, or Section 8.03 consent to the Credit Parties disposition of, all or substantially all of the Collateral, or subordinate the right of the Collateral Agent and the Lenders with respect to all or substantially all of the Collateral (except as expressly permitted herein or in the other Loan Documents);
(f) amend, modify or waive SECTION 2.08, SECTION 3.03(a), SECTION 3.03(b) or SECTION 3.03(c), or this SECTION 14.02 or the definition definitions of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender”; or
(fg) change any provision of this Section or the percentage specified in the definition of “Required Lenders” Lenders which shall be required for the Lenders or any other provision hereof specifying the number or percentage of Lenders required them to amend, waive or otherwise modify take 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 action under this Agreement. No amendment, waiver or consent shall, unless in writing and signed by relation to any provision of the Swing Line Lender in addition to the Lenders required above, Loan Documents shall affect the rights rights, duties or duties obligations of any Agent or the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 L/C Issuer without obtaining the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified Agent or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking LenderL/C Issuer, as applicable, in accordance with Section 10.13the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of (a) Except as set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document, and no consent nor any provision hereof or thereof, may be waived, amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefrom, shall be effective unless in writing signed by Borrowers and the Required Lenders and the Borrower Lenders, 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 givenAgents; provided, howeverthat, that no such amendment, waiver or consent agreement shall:
: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.01) without the written consent of such Lender;
; (cii) postpone reduce the principal amount of any date fixed by this Agreement Loan, Bankers’ Acceptance or L/C Obligation or reduce the rate of interest thereon, or, subject to Section 11.01(b)(iii), reduce any other Loan Document for any payment or mandatory prepayment of principalfees payable hereunder, 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, howeverthat, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
; (eiii) postpone the date of any scheduled payment of the principal amount of any Loan or L/C Obligation, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby; (iv) change Section 2.12 2.13, change Section 8.03, or Section 8.03 or the definition change any other provision of “Pro Rata Share” any Loan Document in a manner that would alter the pro rata sharing of payments required thereby thereby, without the written consent of each Lender; or
(fv) release any Borrower from its obligations hereunder, or release Xxxxx from its obligations Article X, in each case, without the written consent of each Lender; (vi) change any provision of the provisions of this Section 11.01(a) or the definition of “Required Lenders” ”, “Required Domestic Lenders”, “Required Canadian Lenders”, “Required U.K. Lenders”, “Required PR Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amendwaive, waive amend or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each LenderLender directly affected thereby; andor (vii) subordinate the Obligations hereunder to any other Indebtedness or other obligation (other than any subordination already contemplated by or provided for in this Agreement), provided further, that without the written consent of each Lender directly affected thereby.
(b) Notwithstanding anything to the contrary herein: (i) no amendmentagreement shall amend, waiver modify or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, otherwise affect the rights or duties of any Agent, any L/C Issuer, any Domestic Swing Line Lender, or the Canadian Swing Line Lender under this Agreementor the U.K. Swing Line Lender without the prior written consent of such Agent, such L/C Issuer, such Domestic Swing Line Lender, or the Canadian Swing Line Lender or the U.K. Swing Line Lender, as the case may be; (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 any provision of the Administrative Agent under this Agreement or any other Loan DocumentDocument may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Agents (and, if its rights or obligations are affected thereby, each L/C Issuer, each Domestic Swing Line Lender, and the Canadian Swing Line Lender, and the U.K. Swing Line Lender) if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment(s) provided for therein shall terminate upon the effectiveness of such agreement, and (B) at the time such agreement becomes effective, each Lender not consenting to the amendment(s) provided for therein receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, ; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (A) the Commitment of such any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender. Notwithstanding anything to , and (B) any waiver, amendment, consent or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of the Lenders and such modification or amendment is agreed to by the Required Lenders, or Defaulting Lender; (bv) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise this Agreement may be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then amended with the written consent of the Required Lenders, the Borrower Agents and the Borrowers (A) to add one or more additional revolving credit or term loan facilities to this Agreement, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (B) in connection with the foregoing, to permit, as deemed appropriate by the Agents and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder; and (vi) this Agreement may be amended to implement any Successor Rate or any Term SOFR Successor Rate, as applicable, as provided in Section 3.03(b) or 3.03(c); (vii) the Administrative Agent and/or the Canadian Agent, as applicable, shall have the right, from time to time, to make Term SOFR Conforming Changes and Conforming Changes and any amendments implementing such Term SOFR Conforming Changes or such Conforming Changes, as applicable, will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than Xxxxx’x right to be consulted pursuant to the definition of Term SOFR Conforming Changes or Conforming Changes, as applicable), so long as, with respect to any such amendment effected, the applicable Agent shall post each such amendment implementing such Term SOFR Conforming Changes or such Conforming Changes, as applicable, to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective; and (viii) if the Agents and the Borrowers acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Agents and the Borrowers shall be permitted to effect amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party if the replacement of (i) the Lender or Lenders that did same is not agree objected to the modification or amendment requested in writing by the Borrower Required Lenders within five (such Lender or Lenders, collectively the “Minority Lenders”5) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Business Days following receipt of notice thereof.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Note Document, and no consent to any departure by the Borrower Company therefrom, shall be effective unless in writing signed by the Required Lenders Holders and the Borrower Company 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lenderthe initial Holder;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) Holder without the written consent of such LenderHolder;
(c) (i) postpone any date fixed by this Agreement Section 2.03(a) or any other Loan Document Section 2.03(b) for any payment of the principal amount or mandatory prepayment of principal, interest, fees or other amounts interest due to the Lenders Holders (or any of them), or (ii) hereunder except as pursuant to the terms of Section 2.03(b) or under change the amount of any other Loan Document scheduled reduction, in each case without the written consent of each Lender Holder directly affected thereby;
(d) reduce the principal amount of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Note Document, without the written consent of each Lender Holder directly affected thereby; provided, however, that only the consent of the Required Lenders Holders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Company to pay interest at the Default Rate;
(e) change Section 2.12 2.08 or Section 8.03 or the definition of “Pro Rata Share” 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orHolder;
(f) change any provision of this Section or the definition of “Required LendersHolders” or any other provision hereof specifying the number or percentage of Lenders Holders 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 LenderHolder; andor
(g) release all or substantially all of the Collateral securing the Obligations without the written consent of each Holder; and provided, provided further, that (i) 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; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Holders required aboveabove and the Company, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Note Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) 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 specified herein on, any Loan, or (subject to clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; 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 the Borrower to pay interest at the Default RateRate 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;
(e) change Section 2.12 2.11 or Section 8.03 or the definition of “Pro Rata Share” 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 “"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; or
(g) release or subordinate the Agent's security interest in all or substantially all of the Collateral, without the written consent of each Lender; or
(h) reduce the frequency with which Borrower must provide Qualified Appraisals, without the written consent of each Lender; or
(i) change to definition of "Borrowing Base" or of the components thereof, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (ii) Section 10.06(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) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “"Pro Rata Share” " 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 “"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; or
(g) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty without the written consent of each Lender (provided no consent of any Lender shall be required in the event of a release of the Subsidiary Guaranty as a result of a Guaranty Release Event); and, provided further, that (i) 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; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial Inc /De/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Guaranty, and no nor consent to any departure by the Borrower or the Guarantor, as the case may be, therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (unless specifically set forth herein or therein), the Administrative Agent and the Borrower and acknowledged by or the Administrative AgentGuarantor, as the case may be, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) no such amendment, waiver or consent shall:
, unless in writing and signed by all the Lenders, do any of the following: (a) waive (i) any condition set forth of the conditions specified in Section 4.01(a3.01 or (ii) without the written consent of each Lender;
a condition precedent to a Borrowing if such condition relates to Section 6.01(a) or (i), (b) extend change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the aggregate Available Amount of outstanding Letters of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (c) amend or waive any of the terms contained in the proviso to Section 8 of the Guaranty or (d) amend this Section 8.01 and (y) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (a) increase the Commitment Revolving Credit Commitments, the Letter of Credit Sub-Commitments or Swing Line Sub-Commitments or subject the Lenders, the Swing Line Bank or the Issuing Banks to any Lender additional obligations, (b) reduce the principal of, or reinstate rate of interest on, the Advances or any Commitment terminated pursuant to Section 2.05 fees or Section 8.02) without the written consent of such Lender;
other amounts payable hereunder, (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) 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, the Advances or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to the Lenders hereunder, or (d) release the Guarantor from any of its obligations under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent Sections 1 through 4 and 11 of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner Guaranty; provided further 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 “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 Swing Line Lender Bank or each Issuing Bank, as the case may be, in addition to the Lenders required aboveabove to take such action, affect the rights or duties obligations of the Swing Line Lender Bank or of such Issuing Bank, as the case may be, under this Agreement; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Encana Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any the other Loan DocumentCredit Documents, and no nor consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed by all of the Lenders do any of the following at any time: (ai) waive any condition set forth of the conditions specified in Section 4.01(a6.01, (ii) without change any of the written consent provisions of each Lender;
(b) extend or increase the Commitment definition of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement "Required Lenders" or any other Loan Document for provision of any payment Credit Documents specifying the number, percentage or mandatory prepayment type of principalLenders required to waive, interestamend or modify any rights thereunder or make any determination or grant any consent thereunder, fees (iii) release any Guarantor, or other amounts due reduce or limit the obligations of any Guarantor under any Guaranty Agreements or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders, (iv) release any material portion of the Collateral in any transaction or any series of themrelated transactions, (v) hereunder amend this Section 12.02 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 LoanSection 12.06, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(evi) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 5.10 in a any manner that would alter the pro rata sharing of the payments required thereby without the written consent of each Lender; or
(f) 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 amendthereby, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderprovided, 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 Swing Line Required Lenders and each Revolving Lender, Term A Lender in addition to or Term B Lender, as the Lenders required abovecase may be, affect that is directly affected by such amendment, waiver or consent, (i) increase the rights or duties Commitments of the Swing Line Lender under this Agreement; such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone the maturity of any Loan or the termination of any Commitment, (iv) postpone, waive or excuse any scheduled date for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iv) change the order of application of any prepayments as set forth in Section 5.08(e)(f) or (g) in any manner that adversely affects such Lender; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Banks under this Agreement; provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lenders, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swingline Lenders under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Credit Documents. If any Borrower or any of its Subsidiaries sells, leases or otherwise disposes of any property that constitutes Collateral and such sale, lease or other Loan Document; and (iii) disposition is permitted under Section 9.03, the Fee Letter may be amended, or rights or privileges thereunder waived, Lien on such Collateral in a writing executed only by favor of the parties thereto. Notwithstanding anything to Administrative Agent for 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all benefit of the Lenders shall be automatically released and such modification or amendment is agreed to by the Required LendersAdministrative Agent shall, or (b) a Lender prohibits an Acquisition by upon the Borrower or a Subsidiary by exercise of clause (c) reasonable request and at the expense of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted AcquisitionBorrowers, and such Lender is without the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the necessity of any consent of the Required Lenders, execute and deliver such releases, lien terminations and other documents as the Borrower Borrowers shall be permitted reasonably request to effect evidence the replacement release of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Liens.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Amendments, Etc. No amendment (a) Neither this Agreement nor any other Basic Document nor any provision hereof or waiver thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company, the Agent and the Required Banks or, in the case of any provision of this Agreement or any other Loan Basic Document, and no consent pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefromAgent and the Obligor or Obligors that are parties thereto, shall be effective unless in writing signed by each case with the consent of the Required Lenders and 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 givenBanks; provided, however, provided that no such amendmentagreement shall (i) increase any Revolving Loan Line Portion of any Bank without the written consent of such Bank, waiver (ii) reduce the principal amount of any Loan or consent shall:
(a) waive Reimbursement Obligations or reduce the amount or rate of interest thereon, or reduce the amount or rate of any condition set forth in Section 4.01(a) fees payable hereunder, without the written consent of each Lender;
Bank affected thereby, (biii) extend postpone the scheduled date or increase due date of the Commitment payment of the principal amount of any Lender Loan (or reinstate including any Commitment terminated pursuant to prepayment required by Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement 2.11), Reimbursement Obligations, or any other Loan Document for any payment or mandatory prepayment of principalinterest thereon, interest, fees or other amounts due to the Lenders (or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of them) hereunder or under expiration of any other Revolving Loan Document Line Portion, without the written consent of each Lender directly Bank affected thereby;
, (div) reduce the principal of, alter Section 4.07 or 4.08 or the rate manner in which payments or prepayments of principal, interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Obligations shall be applied as among the Secured Parties, without the written consent of each Lender directly affected thereby; providedBank, however, that only the consent (v) change any of the Required Lenders shall be necessary to waive any obligation provisions of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or this Section, the definition of “Pro Rata Share” 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 term “Required Lenders” Banks”, the last sentence of Section 4.09 or any other provision hereof specifying the number or percentage of Lenders Banks required to amendwaive, waive amend or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each LenderBank, (vi) modify Section 4.03 without the consent of each Bank, (vii) amend the definition of the term “Borrowing Base”, any defined term used therein, Section 2.11, Section 2.12 or any rights or obligations of Declining Banks without the consent of each Bank, (viii) release any Guarantor from any of its guarantee obligations without the written consent of each Bank, (ix) amend, modify or waive the Intercreditor Agreement without the written consent of each Bank (other than, for the avoidance of doubt, any Affiliate of an Issuing Bank which has issued a Letter of Credit pursuant to the last sentence of the definition of Issuing Bank) or (x) except as permitted by Section 10.12, under the Intercreditor Agreement or in connection with the exercise of its rights and remedies therein after an Event of Default or demand by any Bank for payment of and Cash Collateral (if applicable) for any Loan Obligations, release all or substantially all of the Collateral (or any Collateral, the release of which would result in an excess of the then aggregate outstanding amount of the Credit Exposure over the Borrowing Base) without the written consent of each Bank; and, and provided further, that (i) no amendmentsuch agreement shall amend, waiver modify or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, otherwise affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver Agent or any Fronting Bank hereunder without the prior written 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 the applicable Fronting Bank, as the case may be.
(iiia) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no any Bank that is a Defaulting Lender Bank shall not have any right to approve or disapprove of any amendment, waiver or consent hereunder; provided, however, except that as otherwise provided in Section 4.12, (i) the Commitment Revolving Loan Line Portion of such Lender Defaulting Bank may not be increased or extended without the consent of such Lender. Defaulting Bank, (ii) the Revolving Loan Line Portion Percentage of such Defaulting Bank may not be increased without the consent of such Defaulting Bank, and (iii) no payment to such Defaulting Bank shall be decreased or postponed without the consent of such Defaulting Bank.
(b) Notwithstanding anything to the contrary contained in this Section 10.01herein, (A) a Declining Bank shall not have any right to (1) consent to or approve any amendment, modification or waiver or (2) direct, or consent to or approve any direction to, the Agent to take or refrain from taking any action hereunder, in the event that each case which does not directly affect either (ax) such Declining Bank or any Loan made by it or Letter of Credit which it has issued or in which it has participated or (y) Collateral securing Obligations owed to such Declining Bank or guarantees thereof and, (B) the Borrower requests that this Agreement be modified preceding clause (A) shall not limit any right of a Declining Bank to consent to or amended in a manner that would require the unanimous consent of all of the Lenders and such approve any amendment, modification or amendment is agreed waiver referred to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”in Section 11.04(a)(i), then with the consent of the Required Lenders(ii), the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower iii), (such Lender or Lenders, collectively the “Minority Lenders”v) or (iivii) solely to the extent relating to a Blocking LenderLoan or Letter of Credit made, as applicable, issued or participated in accordance with Section 10.13by such Declining Bank.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, Seller or Servicer therefrom shall be effective unless in a writing signed by the Required Lenders Majority Purchasers and, in the case of any amendment, by the Seller and the Borrower Servicer and acknowledged by the Administrative Agentthen such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) other than an amendment to extend the scheduled Termination Date, no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of amendment shall be effective unless each Lender;
(b) extend or increase the Commitment of any Lender Note Issuer that is a Purchaser (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02the applicable Purchaser Agent on its behalf) without shall have received written confirmation by the written consent Rating Agencies that such amendment shall not cause the rating on the then outstanding Notes of such Lender;
Note Issuer to be downgraded or withdrawn; (cii) 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) no amendment shall be effective which would reduce the principal ofamount of Investment or Discount, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to any Purchaser hereunder, or under delay any other Loan Document without scheduled date for payment thereof (including any scheduled occurrence of the Termination Date) absent the prior written consent of such Purchaser; (iii) no increase in a Purchaser’s Maximum Commitment shall be effective without the prior written consent of such Purchaser; (iv) no amendments to this Section 6.1 or to the definition of Majority Purchasers shall be effective without the prior written consent of all Purchasers and (v) no amendments to Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.10, 1.11, 1.12, 3.1, 3.2, Article V, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.9, 6.10, 6.11 or 6.13 or the definitions of Bank Rate, Base Rate, Carry Costs, CP Rate, Discount, Eurodollar Rate, Federal Funds Rate, Investment, Level One Trigger, LIBOR, Loss Percentage, Loss Reserve, Net Receivables Pool Balance, Normal Concentration Percentage, Participation, Program Fee, Special Concentration Percentage, Special Obligor, Termination Date, Termination Fee, Yield Period, or any definitions incorporated in such definitions, shall be effective in each Lender directly affected thereby; provided, however, that only case without the consent of the Required Lenders Majority Purchasers and the Agent; and provided, further, that no such amendment shall be necessary in any way amend any provisions of this Agreement applicable to waive any obligation the rights or obligations of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 Agent or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby any Purchaser Agent without the prior written consent of each Lender; or
(f) change any provision of this Section the Agent 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking LenderPurchaser Agent, as applicable. No failure on the part of the Agent, any Purchaser, or any Purchaser Agent to exercise, and no delay in accordance with Section 10.13exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)
Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender (it being understood that a waiver of any condition precedent in Sections 4.01 and 4.02 or of any Default, mandatory prepayment or mandatory reduction of the Aggregate Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or (excluding mandatory prepayment prepayments) 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 therebyLender;
(dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause subsection (iii)iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(ed) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(fe) 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, 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 L/C Issuer in addition to the Lenders required above, affect the rights or duties of the 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 (iiiiv) either of the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event Lender (it being understood that (a) the Borrower requests that this Agreement any Commitment or Loans held or deemed held by any Defaulting Lender shall be modified or amended in excluded for a manner that would require the unanimous consent of all vote of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the hereunder requiring any consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender except increasing such Defaulting Lender’s Commitment or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13extending date fixed hereunder for payment).
Appears in 1 contract
Samples: Credit Agreement (Telephone & Data Systems Inc /De/)
Amendments, Etc. No amendment or waiver of any provision of (a) Except as set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document, and no consent nor any provision hereof or thereof, may be waived, amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefrom, shall be effective unless in writing signed by Borrowers and the Required Lenders and the Borrower Lenders, 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 givenAgents; provided, howeverthat, that no such amendment, waiver or consent agreement shall:
: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.01) without the written consent of such Lender;
; (cii) postpone reduce the principal amount of any date fixed by this Agreement Loan, Bankers’ Acceptance or L/C Obligation or reduce the rate of interest thereon, or, subject to Section 11.01(b)(iii), reduce any other Loan Document for any payment or mandatory prepayment of principalfees payable hereunder, 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, howeverthat, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
; (eiii) postpone the date of any scheduled payment of the principal amount of any Loan or L/C Obligation, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby; (iv) change Section 2.12 2.13, change Section 8.03, or Section 8.03 or the definition change any other provision of “Pro Rata Share” any Loan Document in a manner that would alter the pro rata sharing of payments required thereby thereby, without the written consent of each Lender; or
(fv) release any Borrower from its obligations hereunder, or release Ryder from its obligations Article X, in each case, without the written consent of each Lender; (vi) change any provision of the provisions of this Section 11.01(a) or the definition of “Required Lenders” ”, “Required Domestic Lenders”, “Required Canadian Lenders”, “Required U.K. Lenders”, “Required PR Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amendwaive, waive amend or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each LenderLender directly affected thereby; andor (vii) subordinate the Obligations hereunder to any other Indebtedness or other obligation (other than any subordination already contemplated by or provided for in this Agreement), provided further, that without the written consent of each Lender directly affected thereby.
(b) Notwithstanding anything to the contrary herein: (i) no amendmentagreement shall amend, waiver modify or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, otherwise affect the rights or duties of any Agent, any L/C Issuer, any Domestic Swing Line Lender, the Canadian Swing Line Lender under this Agreementor the U.K. Swing Line Lender without the prior written consent of such Agent, such L/C Issuer, such Domestic Swing Line Lender, the Canadian Swing Line Lender or the U.K. Swing Line Lender, as the case may be; (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 any provision of the Administrative Agent under this Agreement or any other Loan DocumentDocument may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Agents (and, if its rights or obligations are affected thereby, each L/C Issuer, each Domestic Swing Line Lender, the Canadian Swing Line Lender, and the U.K. Swing Line Lender) if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment(s) provided for therein shall terminate upon the effectiveness of such agreement, and (B) at the time such agreement becomes effective, each Lender not consenting to the amendment(s) provided for therein receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, ; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (A) the Commitment of such any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender. Notwithstanding anything to , and (B) any waiver, amendment, consent or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of the Lenders and such modification or amendment is agreed to by the Required Lenders, or Defaulting Lender; (bv) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise this Agreement may be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then amended with the written consent of the Required Lenders, the Borrower Agents and the Borrowers (A) to add one or more additional revolving credit or term loan facilities to this Agreement, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (B) in connection with the foregoing, to permit, as deemed appropriate by the Agents and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder; and (vi) if the Agents and the Borrowers acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Agents and the Borrowers shall be permitted to effect amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party if the replacement of (i) the Lender or Lenders that did same is not agree objected to the modification or amendment requested in writing by the Borrower Required Lenders within five (such Lender or Lenders, collectively the “Minority Lenders”5) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Business Days following receipt of notice thereof.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, any Loan or any other Loan Document, and no nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers (or the Administrative Borrower) and the Required Lenders and the Borrower and acknowledged by (or the Administrative AgentAgent at the request of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:, in each case, without the consent of the Administrative Agent, the Borrowers and each Lender directly affected thereby;
(a) waive increase or extend any condition set forth in Section 4.01(a) without the written consent Commitment of each such Lender;
(b) extend reduce or increase forgive the Commitment of principal of, or interest on, any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of Loan made by such Lender, or reduce or forgive any fees or other amounts payable hereunder to such Lender or release or discharge the Borrowers from their obligations to make such payments;
(c) postpone any date fixed by this Agreement for any scheduled payment of principal of, or interest on, any Loan or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due monetary Obligations owed to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected therebysuch Lender;
(d) reduce other than as expressly permitted hereunder or in the principal ofother Loan Documents, release (or the rate of interest specified herein on, any Loan, or (subject otherwise limit such Person’s liability with respect to clause (iii)) of the second proviso to this Section 10.01its Obligations) any fees Borrower or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default RateGuarantor;
(e) change Section 2.12 release, or Section 8.03 consent to the Credit Parties disposition of, all or substantially all of the Collateral, or subordinate the right of the Collateral Agent and the Lenders with respect to all or substantially all of the Collateral (except as expressly permitted herein or in the other Loan Documents);
(f) amend, modify or waive SECTION 2.09, SECTION 3.03(a), SECTION 3.03(b) or SECTION 3.03(c), or this SECTION 14.02 or the definition definitions of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender”; or
(fg) change any provision of this Section or the percentage specified in the definition of “Required Lenders” Lenders which shall be required for the Lenders or any other provision hereof specifying the number of them to take any action under this Agreement; 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 No amendment, waiver or consent shall, unless in writing and signed by relation to any provision of the Swing Line Lender in addition to the Lenders required above, Loan Documents shall affect the rights rights, duties or duties obligations of any Agent or the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 L/C Issuer without obtaining the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified Agent or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking LenderL/C Issuer, as applicable, in accordance with Section 10.13the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or of any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and and, in the Borrower and acknowledged by case of amendments, the Administrative AgentCompany, and each then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:that
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to all the Lenders required aboveand, affect in the rights or duties case of amendments, the Company, do any of the Swing Line following:
(i) increase the Commitments of the Lenders (other than by assignment); provided, however, that any Lender under this Agreement; may increase its own Commitment without the consent of the other Lenders;
(ii) reduce the principal of, or interest (other than under Section 2.10) on, the Committed Loans or reduce the amount of any fees payable hereunder;
(iii) postpone any date fixed for any payment of principal of, or interest on, the Committed Loans or any fees payable hereunder;
(iv) modify any requirement hereunder that any particular action be taken by all of the Lenders or by the Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;
(v) terminate the Subsidiary Guaranty and/or the Contribution Agreement;
(vi) amend or waive the provisions of Sections 7.01 or 7.02; or
(vii) amend this Section 12.02;
(b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect which affects the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only Document shall become effective unless signed by the parties thereto. Notwithstanding anything Agent in addition to the contrary hereinRequired Lenders or all the Lenders, no Defaulting Lender shall have any right to approve or disapprove any as the case may be;
(c) No amendment, waiver or consent hereunderwhich affect the rights or duties of the Issuing Bank under the Agreement or any L/C-Related Document relating to any Letter of Credit Issued or to be Issued by it shall become effective unless signed by the Issuing Bank in addition to the Required Lenders or all the Lenders, except that as the Commitment case may be; and
(d) no amendment, waiver or consent which affects the principal amount, the rate of such Lender may not be increased interest or extended the maturity date of any outstanding Bid Loan shall become effective without the consent of the Agent and the Lender having made such Lender. Notwithstanding anything Bid Loan in addition to the contrary contained in this Section 10.01, in Required Lenders or all the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by as the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13case may be.
Appears in 1 contract
Amendments, Etc. No amendment or modification of this Agreement, ---------------- the Notes or any other Loan Document shall in any event be effective against Borrower unless the same shall be agreed or consented to in writing by Borrower. No amendment, modification or waiver of any provision of this Agreement Agreement, the Notes or any other Loan Document, and no nor any consent to any departure by the Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentMajority Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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, modification, -------- waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the Swing Line Lender in addition to following: (a) increase any Revolving Loan Commitment of any of the Lenders required above, affect the rights (or duties reinstate any termination or reduction of the Swing Line Lender Revolving Loan Commitments) or subject any of the Lenders to any additional obligations; (b) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee or other sum to be paid hereunder; (c) postpone or extend the Revolving Loan Maturity Date, the Term Loan A Maturity Date, the Term Loan B 66 Maturity Date, the Revolving Loan Termination Date, the Revolving Loan Availability Period or any scheduled date fixed for any payment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or other sum to be paid hereunder or waive any Event of Default described in Section 9.1(a) hereof; (d) -------------- change the percentage of any of the Revolving Loan Commitments or of the aggregate unpaid principal amount of any of the Loans and Letter of Credit Liabilities, or the percentage of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement; (iie) change any provision contained in Sections 2.2(c), 3.2(b), 7.10, 10, 11.3 or 11.4 hereof or -------------------------------------- this Section 11.5; (f) release any Person from liability under a Guaranty or ------------ release all or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of Borrower delivered to Agent in excess of $1,000,000, or (g) modify the provisions of Sections 4.1(b) or 4.2 hereof -------------- --- regarding pro rata application of amounts after an Event of Default shall have --- ---- occurred and be continuing. Notwithstanding anything in this Section 11.5 to the ------------ contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 10 without the Administrative consent of Agent in addition to the Lenders required aboveextent it affects ---------- Agent, affect the rights or duties of the Administrative as Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amendedno amendment, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendmentmodification, waiver or consent hereunder, except that the Commitment of such Lender may not shall be increased or extended made with respect to Section 10.11 without the consent of such Lendereach Co-Agent. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.-------------
Appears in 1 contract
Samples: Loan Agreement (Carrols Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Loan Document, and no nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver waiver, or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
: (bi) extend or increase the Commitment of any Lender Borrowing Base, (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02ii) without the written consent of 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 waive 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 conditions specified herein on, any Loan, or (subject to clause in Article III; (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “"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; (iv) amend Section 2.11 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments or the pro rata allocation of disbursements required thereby; (v) release any Guarantor from its obligations or limit any Guarantor's obligations under any Guaranty unless such Guarantor ceases to be a Subsidiary of the Borrower under a transaction permitted by the terms hereof; (vi) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a); (vii) release any Collateral securing the Obligations, except as provided in Section 8.09 above; (viii) change Section 7.06 or any other provision of this Agreement in a manner that would alter the order of application of proceeds set forth in Section 7.06; or (ix) increase the aggregate Commitments;
(b) without the written consent of each LenderLender directly affected thereby, (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.02), (ii) reduce the principal of, or interest on, the Obligations or any fees or other amounts payable hereunder or under any other Loan Document, or (iii) postpone any date fixed for any payment of principal of, or interest on, the Obligations or any fees or other amounts payable hereunder; or and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Issuing Lender under this AgreementAgreement 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 (iii) the Administrative Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything Anything herein to the contrary hereinnotwithstanding, no during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender shall have any right will not be entitled to approve or disapprove any amendment, waiver or consent vote in respect of amendments and waivers hereunder, except and the Commitment and the outstanding Advances or other Credit Extensions of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of "Required Lenders" will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase the Commitment of such Defaulting Lender, increase the Borrowing Base, or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender may not be increased hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or extended without the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, take any of the actions described in Section 9.01(a)(ii), 9.01(a)(iii), 9.01(a)(iv), or 9.01(a)(vii), or alter the terms of this proviso, will require the consent of such Defaulting Lender. Notwithstanding anything If a Defaulting Lender's consent to the contrary contained in an amendment or waiver is required pursuant to this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition9.01, and such Defaulting Lender is has failed to respond to a written request from the sole Lender exercising its right Administrative Agent to so prohibit approve such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification waiver or amendment requested by the Borrower (for 30 days after such Defaulting Lender's receipt of such request, such Defaulting Lender will be deemed to have approved such amendment or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13waiver.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the any Borrower or any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required L/C Lenders and the Borrower and acknowledged (or by the Administrative AgentAgent with the approval of the Required L/C Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth unless in Section 4.01(a) without the written consent of writing and also signed by each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each L/C Lender directly affected thereby, do any of the following:
(i) increase the amount or extend the expiration date of any L/C Lender’s Commitment;
(dii) reduce the principal of, or interest on the rate of interest specified herein onReimbursement Obligations, the amounts deposited in any LoanLender Cash Collateral Account, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder hereunder; or
(iii) postpone any date fixed for any payment of principal of, or under interest on, the Reimbursement Obligations or Cash Collateralization of the L/C Lender Exposure, Issuer Exposure, L/C Obligations or any fees or other Loan Document without amounts payable hereunder, provided that this clause (iii) shall not apply to a waiver or amendment of the written consent terms of each Lender directly affected thereby; providedSection 2.11 hereof;
(b) unless in writing and signed by all of the Lenders, howeverdo any of the following:
(i) change the percentage of the L/C Commitments, L/C Extensions of Credit or of the aggregate unpaid principal amount of the Reimbursement Obligations or the number of Lenders, that only shall be required for the Lenders or any of them to take any action hereunder;
(ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral (other than the Real Estate Collateral, which may be released upon the sole consent of the Required L/C Lenders shall be necessary to waive any obligation at the request of the Borrower Borrowers or pursuant to pay interest at Section 9.13(c)) or release all or substantially all of the Default Rateguarantors from their obligations under, or all or substantially all of the value of the guarantees under, the Guarantee and Collateral Agreement;
(eiii) change Section 2.12 except as expressly permitted herein or Section 8.03 in any other Loan Document, subordinate the Liens granted hereunder or under the definition other Loan Documents (other than Liens in respect of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orReal Estate Collateral), to any other Lien;
(fiv) change any provision of amend this Section or 9.01;
(v) amend the definition of “Required L/C Lenders” or any ”; or
(vi) other provision hereof specifying the number or percentage than in accordance with Section 6.01(d), release either Borrower from all of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent its obligations hereunder, without the written consent of each Lender; and, provided further, that ;
(ic) no amendment, waiver or consent shall, [reserved];
(d) unless in writing and signed by the Swing Line Lender Agent (in addition to the Lenders required aboveabove to take such action), amend, modify or waive any provision of Article VIII or affect the rights or duties of the Swing Line Lender under this Agreement; (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; ;
(e) [reserved];
(f) unless in writing and signed by the Issuing Bank (iiiin addition to the L/C Lenders required above to take such action):
(i) amend, modify or waive, Section 2.12, Section 2.14, Section 2.15 (other than where such proposed amendment or waiver applies only to an L/C Lender(s) and does not apply to or adversely affect the Fee Letter may be amendedIssuing Bank), Section 2.17, Section 4.01, Section 4.02, or rights any provision of Article III (or privileges thereunder waivedamend, modify or waive any defined term as such term is used in a writing executed only by such Section or Article),
(ii) amend, modify or waive any provision of Article V, Article VI or Article VII (or amend, modify or waive any defined term as such term is used in such Article) if the parties thereto. Notwithstanding anything effect of such amendment, modification or waiver would result, directly or indirectly, in:
(1) to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any extent such amendment, modification or waiver has a comparable provision in the Existing Credit Agreement, the representations, warranties, covenants or consent hereunderEvents of Default herein being less restrictive on the Borrowers than the comparable provision, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01if any, in the event that Existing Credit Agreement (aafter giving effect to any such amendment, modification or waiver in the Existing Credit Agreement after the Effective Date); or
(2) to the extent such amendment, modification or waiver has a comparable provision in the Existing Credit Agreement, a waiver or elimination of an Event of Default hereunder unless the comparable “Event of Default” (as defined in the Existing Credit Agreement) has been waived or eliminated under the Existing Credit Agreement (after giving effect to any such amendment, modification or waiver in the Existing Credit Agreement after the Effective Date); or
(3) a waiver of any Event of Default resulting, directly or indirectly, from the failure of the Borrowers to make any payment due under Article III or to make any other payment due to the Issuing Bank or Agent hereunder; provided that, notwithstanding the foregoing provisions of this clause, the Required L/C Lenders may waive any Event of Default due to the failure of the Borrowers to make payments to the Issuing Bank if both (x) the Borrower requests Issuing Bank has been reimbursed for all outstanding drawings by either the Borrowers or use of cash collateral provided by the L/C Lenders and (y) there are no outstanding Letters of Credit that is not backstopped by a Satisfactory Letter of Credit;
(g) amend, modify or waive any provision of this Agreement be modified Article IX (or amended defined terms used herein) in a manner that would require adverse to the unanimous consent of all of the Lenders Issuing Bank, unless in writing and such modification or amendment is agreed to signed by the Required LendersIssuing Bank;
(h) amend, modify or (b) a Lender prohibits an Acquisition by waive any provision expressly requiring the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the Issuing Bank’s consent hereunder without consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of Issuing Bank; or
(i) amend, modify or waive any provision if the Lender effect is to permit Mortgages to be delivered, accepted or Lenders that did not agree released from escrow prior to the modification or amendment requested satisfaction of the Flood Compliance Documents unless consented to in writing by the Borrower (such Lender or Lenders, collectively Issuing Bank and the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Agent.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment payment, including amortization pursuant to Section 2.04, but excluding payments under Section 2.03(b), of principal, interest, fees fees, or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document 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 clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.10 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata ratable sharing of payments required thereby without the written consent of each Lender; or;
(f) 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 shallwaiver, 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; (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 (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Holdings LTD)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, and no or consent to any departure by the Borrower Seller or the Servicer therefrom, shall be effective unless in a writing signed and consented to in writing by the Required Lenders and Majority Purchaser Agents and, in the Borrower and acknowledged case of an amendment, by the Administrative Agentother parties thereto; provided, however, that no such amendment shall, (a) without the consent of each affected Purchaser, (i) extend the date of any payment or deposit of Collections by the Seller or the Servicer or decrease the outstanding amount of or rate of Discount or extend the repayment of or any scheduled payment date for the payment of any Discount in respect of any Portion of Capital or any fees owed to a Purchaser; (ii) reduce any fees payable pursuant to the applicable Fee Letter; (iii) forgive or waive or otherwise excuse any repayment of Capital or change either the amount of Capital of any Purchaser or any Purchaser’s pro rata share of the Purchased Interest; (iv) increase the Commitment of any Purchaser; or (v) amend or modify the provisions of this Section 5.1 or the definition of “Eligible Receivables”, “Majority Purchaser Agents”, “Purchased Interest”, “Scheduled Commitment Termination Date” (other than pursuant to an extension thereof in accordance with Article I hereof), “Termination Day” or “Total Reserves” or (vi) amend or modify any defined term (or any term used directly or indirectly in such defined term) used in clauses (i) through (v) above in a manner that would circumvent the intention of the restrictions set forth in such clauses and each (b) without the consent of the Majority Purchaser Agents, amend, waive or modify any provision expressly requiring the consent of such Majority Purchaser Agents; provided, further, that no such amendment, waiver or consent that could adversely affect the rights or obligations of the Administrator or any LC Bank shall be effective without the prior 740811803 17540157 written consent of such Person affected thereby. Each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without . No failure on the written consent of each Lender;
(b) extend or increase the Commitment part of any Lender (Purchaser Agent, any Purchaser or reinstate the Administrator to exercise, and no delay in exercising any Commitment terminated pursuant to Section 2.05 right hereunder shall operate as a waiver thereof, nor shall any single or Section 8.02) without the written consent partial exercise of such Lender;
(c) postpone any date fixed by this Agreement or right hereunder preclude any other Loan Document for any payment or mandatory prepayment further exercise thereof or the exercise 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13right.
Appears in 1 contract
Amendments, Etc. No amendment Except as expressly provided to the contrary herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other 92 Loan Document, and no Document or consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless without the written concurrence of the Majority Lenders (including, without limitation, any amendment, modification or waiver of the obligation of Borrower under Section 2.9.1.4); provided that (i) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of all Lenders if such amendment, modification, termination, waiver or consent (A) increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; (B) changes in writing signed any manner the definition of "PRO RATA SHARE" or the definitions of "MAJORITY LENDERS" or "SUPERMAJORITY LENDERS"; (C) changes in any manner any provision of this Agreement which, by its terms, expressly requires the Required approval or concurrence of a specified percentage of, or all, Lenders; (D) postpones the scheduled final maturity date of any of the Loans; (E) postpones the date on which any interest or any fees are payable; (F) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.7.5) or the amount of any fees payable hereunder; (G) increases the maximum duration of Interest Periods permitted hereunder; (H) except as provided in Section 2.14 or Section 2.15 of this Agreement and except as expressly provided elsewhere in this Agreement or in any of the other Loan Documents, releases any Lien granted in favor of Agent with respect to all or a material portion of the Collateral; (I) releases COPT from its obligations under the COPT Guaranty; or (J) changes in any manner the provisions contained in this subsection 8.6.1, (ii) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of the Supermajority Lenders if such amendment, modification, termination, waiver or consent changes in any manner the provisions contained in Section 6.6, (iii) no such amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note; and (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the Borrower and acknowledged by approval or concurrence of the Administrative Agent shall be effective without the written concurrence of the Agent. The Agent may, and each such but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, howevermodification, that no such amendmenttermination, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, effected in accordance with this Section 10.138.6.1 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by Borrower, on Borrower.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Corporate Office Properties Trust)
Amendments, Etc. No amendment or waiver of any provision of (a) Except as set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document, and no consent nor any provision hereof or thereof, may be waived, amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefrom, shall be effective unless in writing signed by Borrowers and the Required Lenders and the Borrower Lenders, 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 givenAgents; provided, howeverthat, that no such amendment, waiver or consent agreement shall:
: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bi) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.01) without the written consent of such Lender;
; (cii) postpone reduce the principal amount of any date fixed by this Agreement Loan, Bankers’ Acceptance or L/C Obligation or reduce the rate of interest thereon, or, subject to Section 11.01(b)(iii), reduce any other Loan Document for any payment or mandatory prepayment of principalfees payable hereunder, 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 specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, howeverthat, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
; (eiii) postpone the date of any scheduled payment of the principal amount of any Loan or L/C Obligation, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby; (iv) change Section 2.12 2.13, change Section 8.03, or Section 8.03 or the definition change any other provision of “Pro Rata Share” any Loan Document in a manner that would alter the pro rata sharing of payments required thereby thereby, without the written consent of each Lender; or
(fv) release any Borrower from its obligations hereunder, or release Ryder from its obligations Article X, in each case, without the written consent of each Lender; (vi) change any provision of the provisions of this Section 11.01(a) or the definition of “Required Lenders” ”, “Required Domestic Lenders”, “Required Canadian Lenders”, “Required PR Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amendwaive, waive amend or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each LenderLender directly affected thereby; and, or (vii) subordinate the Obligations hereunder to any other Indebtedness or other obligation (other than any subordination already contemplated by or provided further, that (i) no amendment, waiver or consent shall, unless for 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; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 written consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a each Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13directly affected thereby.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; providedprovided , howeverhowever , that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.028.02 ) without the written consent of 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) 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 LoanLoan or L/C Borrowing, or (subject to clause (iii)v) of the second proviso to this Section 10.0110.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; providedprovided , howeverhowever , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 LenderLender directly affected thereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 10.06(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 (iiiv) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. No Subject to Sections 2.15, 2.18 and 3.3 and the last paragraph of this Section 10.1, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Requisite Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a4.1(a) without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.2 as to any Extension of Credit under a particular Facility without the written consent of the Requisite Facility Lenders under such Facility;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) 8.2), without the written consent of such Lender;
(cd) 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) hereunder or under any other Loan Document without the written consent of each Lender directly adversely affected thereby;
(de) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or Letter of Credit Usage, or (subject to clause (iii)v) of the second proviso to this Section 10.0110.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly adversely affected thereby; provided, however, that only the consent of the Required Requisite Lenders shall be necessary to (i) amend or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin even if that amendment or change would result in a reduction of any interest rate on any Loan or any fee payable hereunder after the effective date thereof or (ii) amend or change 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;
(ef) (i) change Section 2.12 the order in which funds are applied pursuant to Sections 2.10(e), 2.14 or Section 8.03 8.3 or (ii) subordinate, or have the definition effect of “Pro Rata Share” subordinating, the Obligations hereunder to any other Indebtedness or other obligation, in a manner that would alter the pro rata sharing of payments required thereby each case without the written consent of each Lender; orLender directly adversely affected thereby;
(fg) change (i) any provision of this Section or the definition of “Required 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 hereunderhereunder (other than the definitions specified in clause (ii) of this Section 10.1(g)), without the written consent of each Lender or (ii) the definition of “Requisite Facility Lenders” as it relates to a Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender under such Facility;
(h) amend Section 1.9 or the definition of “Alternative Currency” without the written consent of each Revolving Credit (MC) Lender; or
(i) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of the Requisite Facility Lenders under such Facility; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to Lenders required above, affect the rights or duties of the Issuing Lender 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 10.6(i) 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 (iiiv) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the Issuing Lender, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or Section 1.9 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.9. Notwithstanding anything to the contrary contained in this Section 10.01herein, in the event that (a) the Borrower requests that this Agreement may be modified or amended in a manner that would require and restated without the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or any Lender (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then but with the consent of the Required LendersBorrower and the Administrative Agent) 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 amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, if Administrative Agent and Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then Administrative Agent and Borrower shall be permitted to effect the replacement amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of (i) the Lender or Lenders that did not agree any other party to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Reliance, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent Consent to any departure by the Borrower any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the Consent of the Required Lenders Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or or, increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent Consent of such Lender;; -150-
(cb) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of such Lender entitled to such payment, or (ii) any scheduled or mandatory reduction or termination of the Aggregate Revolving Commitments hereunder or under any other Loan Document without the written consent Consent of each Lender directly affected therebysuch Lender;
(dc) as to any Lender, reduce the principal of, or the rate of interest specified herein on, any LoanLoan held by such Lender, or (subject to clause (iii)iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document to or for the account of such Lender, without the written consent Consent of each Lender directly affected therebyentitled to such amount; provided, however, that (i) only the consent Consent of the Required Revolving Lenders shall be necessary to amend the definition of “Default Rate” as it applies to the Committed Revolving Loans and the Swing Line Loans or to waive any obligation of the Borrower Borrowers to pay interest on the Committed Revolving Loans and the Swing Line Loans or Letter of Credit Fees at the Default Rate and (ii) only the Consent of the Required Term Lenders shall be necessary to amend the definition of “Default Rate” as it applies to the Term Loan or to waive any obligation of the Borrowers to pay interest on the Term Loan at the Default Rate;
(e) ; as to any Lender, change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 Consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.;
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Amendments, Etc. (a) No modification, amendment or waiver of any provision of this Agreement or any other Loan Documentthe Security and Pledge Agreement, and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged by the Administrative AgentLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shallthat:
(ai) the written consent of the Super-majority Lenders (as defined below) shall be required to modify, amend or waive any condition set forth in Borrower's obligations pursuant to and compliance with Section 4.01(a5.09 (the "Revenues") and Section 5.12 ("Sale Process"), and no such modification or amendment shall without the written consent of each Lender;
the Lender affected thereby (bx) extend or increase the Commitment of any a Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), or reinstate (y) reduce the principal amount of any Commitment terminated pursuant to Section 2.05 Loan or Section 8.02) the rate of interest payable thereon, or extend any date for the payment of interest hereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrower's obligations hereunder; and, provided, further, that no such modification or amendment shall without the written consent of such Lenderall of the Lenders;
(cii) postpone amend or modify any date fixed by provision of this Agreement which provides for the unanimous consent or approval of the Lenders,
(iii) amend this Section 10.10 or the definition of Required Lenders,
(iv) amend or modify the Super-Priority Claim status of the Lenders contemplated by Section 2.21; or
(v) release all or any other Loan Document for any payment or mandatory prepayment portion of principal, interest, fees or other amounts due the Liens granted to the Lenders (or any of them) hereunder Agent hereunder, under the Orders or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal ofDocument, or release all or substantially all of the rate Guarantors. No such amendment or modification may adversely affect the rights and obligations of interest specified herein onthe Agent or any Fronting Bank hereunder or any Lender in the capacity referred to in Section 6.03(v) without its prior written consent. No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be bound by any Loanamendment, modification, waiver, or (subject to clause (iii)) of consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the second proviso Loans held by such Lender. No amendment to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders Agreement shall be necessary to waive any obligation of the effective againxx xxx Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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, Guarantor unless in writing and signed by the Swing Line Lender in addition to Borrower or such Guarantor, as the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; case may be.
(iib) 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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.0110.10(a), in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that which would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or Super-majority Lenders (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”as hereinafter defined), then with the consent of the Required Borrower and the Super-majority Lenders, the Borrower and the Super-majority Lenders shall be permitted to effect amend the replacement Agreement without the consent of (i) the Lender Lenders or Lenders that which did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “"Minority Lenders”") to provide for (w) the termination of the Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (iieach of which shall be an Eligible Assignee), or an increase in the Commitment of one or more of the Super-majority Lenders, so that the Total Commitment after giving effect to such amendment shall be in the same amount as the Total Commitment immediately before giving effect to such amendment, (y) a Blocking Lenderif any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as applicablethe case may be, as may be necessary to repay in accordance with Section 10.13full the outstanding Loans of the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement as may be appropriate. As used herein, the term "Super-majority Lenders" shall mean, at any time, Lenders holding Loans representing at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Lenders having Commitments representing at least 66-2/3% of the Total Xxxxxxment.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Act Manufacturing Inc)
Amendments, Etc. No (a) Subject to subsection 17.02(b) below, no amendment or waiver of any provision of this Agreement Agreement, any Loan or any other Loan Document, and no nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders and the Borrower and acknowledged by (or the Administrative AgentAgent at the request of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shallshall do any of the following:
(ai) waive any condition set forth in Section 4.01(a) each case without the written consent of the Administrative Agent and each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Participating Lender directly affected thereby:
(1) subject such Participating Lender to any additional obligations;
(d2) increase or reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees Loan or other amounts payable hereunder or under release or discharge any Credit Party from its obligations to make such payments;
(3) postpone any date fixed for any payment or principal of, or interest on, any Loan, any Obligations or other amounts payable hereunder;
(4) change the aggregate unpaid principal amount of any Loan, or the number of Lenders thereof which shall be required for such Lender or any of them to take any action hereunder;
(5) release any of the payment obligations of any Credit Party;
(6) release, or permit the Credit Parties to otherwise dispose of, all or substantially all of the Collateral, or subordinate the right of the Collateral Agent and the Lenders with respect to all or substantially all of the Collateral (except as expressly permitted herein or in the other Loan Document Documents);
(7) amend, modify or waive this Section 17.02;
(8) increase or extend any Commitment of any Lender;
(9) change the percentage specified in the definition of Required Lenders or the number of Lenders which shall be required for the Lenders or any of them to take any action under this Agreement;
(ii) in each case without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Revolving Lenders shall be necessary to waive any obligation of and the Borrower to pay interest at the Default Rate;Issuing Bank:
(e1) change Section 2.12 amend, modify or Section 8.03 or waive the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orAvailable Standby L/C Sublimit”;
(f2) change amend, modify or waive any provision of this Article V;
(iii) in each case without the consent of the Borrower, the Administrative Agent and all the Participating Lenders;
(1) amend, modify or waive any provision of Section 2.05;
(2) amend, modify or waive any provision of Article XV;
(iv) without the consent of the Required Revolving Lenders and the Issuing Bank, amend, modify or waive any conditions to fund pursuant to Section 7.02 or Article III;
(v) without the consent of the Sponsor, amend, modify or waive any provision of Article XIII; and
(vi) without the consent of the Guarantors, amend, modify or waive any of the provisions of Article XIV hereof; and
(vii) without the consent of the Issuing Bank and the Required Synthetic L/C Lenders amend, modify or waive any of the provisions of Article IV hereof; and
(viii) without the consent of the Issuing Bank and the Synthetic L/C Lenders amend, modify or waive the definition of “Required Lenders” Synthetic L/C Available Amount”, the interest rate or the fees for any other provision hereof specifying Synthetic L/C or release the number or percentage of Synthetic L/C Lenders required to amendand Deposit Account;.
(b) The Borrower may, 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such any other Lender, a “Blocking Lender”)amend, then modify or waive:
(i) any provision of Article IV, with the consent of the Required LendersAdministrative Agent, the Borrower shall be permitted to effect Issuing Bank and the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Required Synthetic L/C Lenders, collectively the “Minority Lenders”) or ;
(ii) a Blocking Lenderthe definition of “Synthetic L/C Available Amount”, as applicablethe interest rate or the fees for any Synthetic L/C or release the Synthetic L/C Lenders and Deposit Account, in accordance with Section 10.13the consent of the Administrative Agent, the Issuing Bank and the Synthetic L/C Lenders.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (SOI Holdings, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “"Pro Rata Share” " 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 “"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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “"Minority Lenders”") or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Title Group, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Co-Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.029.02) without the written consent of such Lender;
(cb) postpone any date fixed by this Agreement or any other Loan Document scheduled for any payment of principal or mandatory prepayment interest under Section 2.07 or 2.08, or any date fixed for the payment 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any LoanLoan or L/C Borrowing, or (subject to clause (iii)v) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(fd) change any provision of this Section 11.01 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;
(e) release all or substantially all the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender;
(f) amend Section 2.13 or 9.03, without the written consent of each Lender directly affected thereby; and, or
(g) amend the definition of “Committed Currencies” without the written consent of each Lender; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued, deemed issued, or to be issued by the L/C Issuer; (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; (iiiii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent in addition to the Lenders required above, affect the rights or duties of the Administrative of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; (iv) Section 11.07(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 (iiiv) the Bank of America Fee Letter and KeyBank Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Amendments, Etc. No amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrower, 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a3.2(a), (c), (d), (e), (f) and (g) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) 6.2 without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Credit Document for any payment or (including mandatory prepayment prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) them hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, Loan or (subject to clause (iii)iv) of the second proviso to this Section 10.01) 8.6 any fees or other amounts payable hereunder or under any other Loan Document Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay the default increase in interest at the Default Raterates;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 2.15 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 “"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 Swing Line Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Swingline Lender under this Credit Agreement; (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 Credit Agreement or any other Loan Credit Document; (iii) Section 8.2(i) may not be amended, waived or otherwise modified without the consent of each Designating Lender all or any part of whose Loans are being funded by an SPV at the time of such amendment, waiver or other modification; and (iiiiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. (A) No amendment to or waiver of any provision of this Agreement or any other Loan Transaction Document, and no nor consent to any departure therefrom by the Borrower therefromparties hereto, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Borrower Borrower, and acknowledged by the Administrative Agent, Facility Agent and each such Lender and at least ten (10) Business Day’s notice from the Borrower to the Rating Agency with respect to any material amendment, supplement, waiver or consent shall be effective only modification and in all other cases written notice of the specific instance and for same as soon as practicable after the specific purpose for which giveneffectiveness of the same; provided, howeverthat any such material amendment, that no such amendmentsupplement, waiver or consent shallmodification shall be subject to Rating Agency Confirmation:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(di) reduce the principal ofamount of or extend the maturity of the Loan or reduce the rate or extend the time of payment of interest thereon, or reduce or alter the rate timing or priority of interest specified herein onany other amount payable to any Lender hereunder, including amending or modifying any Loan, or (subject to clause (iii)) of the second proviso definitions related to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document such terms, in each case without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders affected thereby; provided that this Section 10.2(A)(i) shall be necessary not apply to any matter governed by Section 2.11(C); amend, modify or waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 10.2, reduce the percentage specified in the definition of “Required the Majority Lenders” , or otherwise modify any other provision hereof of any Transaction Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunderhereunder or thereunder, in each case without the written consent of all Lenders;
(ii) affect the rights or duties of the Facility Agent, the Paying Agent, the Collateral Agent, the Custodian, the Manager, the Transition Manager or the Provider under this Agreement without the written consent of the Facility Agent, the Paying Agent, the Collateral Agent, the Custodian, the Manager, the Transition Manager or the Provider, respectively;
(iii) waive any Event of Default under Article VI with respect to any breach of any representation, warranty or covenant without the requisite number of Lenders that would be required to amend the provision which was breached; or
(iv) release or subordinate all or any material portion of the Collateral, or any Spruce Party from its obligations under the Collateral Documents without the written consent of each Lender; and, provided furtherin each case, that other than in connection with a disposition permitted hereunder.
(iB) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition [Reserved].
(C) Notwithstanding any provision herein to the Lenders required abovecontrary, affect if the rights Facility Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or duties other defect in any provision of the Swing Line Lender under this Agreement; (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; Transaction Document (including the schedules and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties exhibits thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, Facility Agent and the Borrower shall be permitted to effect amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
(D) If, in connection with any proposed amendment, consent or waiver pursuant to Section 10.2 requiring the replacement consent of “each Lender,” “each Lender directly affected thereby” or “each Lender adversely affected thereby,” a Lender does not approve such amendment, consent or waiver pursuant to Section 10.2 and Lenders constituting the Majority Lenders shall have granted their consent to such amendment, consent or waiver (i) the Lender or Lenders that did not agree to the modification or amendment requested by a “Non-Consenting Lender”), then the Borrower may elect to replace such Non-Consenting Lender(s) as a Lender party to this Agreement; provided that, (x) such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance replacement does not conflict with Section 10.13.any Applicable Law and
Appears in 1 contract
Amendments, Etc. No Neither any Operative Document nor any of the terms thereof may be terminated (except as expressly required under the terms of any Operative Document or upon payment in full of the Lease Balance or effective exercise and consummation of the Remarketing Option in accordance with Article XX of the Master Lease and payment in full of all amounts due in accordance therewith), amended, supplemented, waived or modified without the written agreement or consent of the Required Participants; provided, however, that:
(a) no such termination, amendment, supplement, waiver or modification shall without written agreement or consent of each Participant:
(i) modify any of the provisions of this Section 15.5, change the definition of "Required Purchasers", "Required Series B Participants", "Required Participants" or modify or waive any provision of any Operative Document requiring action by the foregoing;
(ii) amend, modify, waive or supplement any of the provisions of Section 9.1 of the Indenture;
(iii) reduce, modify, amend or waive any fees or indemnities in favor of any Participant, including without limitation amounts payable pursuant to Article XIII hereof (except that any Person may consent to any reduction, modification, amendment or waiver of any provision indemnity payable to it);
(iv) modify, postpone, reduce or forgive, in whole or in part, any payment of Rent (other than pursuant to the terms of any Operative Document), any payment of any Note or Lessor Amount, the Lease Balance, the Note Balance, the Lessor Balance and any other fee payable hereunder, amounts due pursuant to Section 20.2 of the Master Lease, interest or Yield or Make-Whole Amount (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any fee payable to it) or, subject to subclause (iii) above, any other amount payable under the Lease or this Agreement Participation Agreement, or modify the definition or method of calculation of Rent (other than pursuant to the terms of any Operative Document), Maximum Recourse Amount, Notes or Lessor Amounts, Lease Balance, Note Balance, Shortfall Amount, Participant Balance, Make-Whole Amount, Yield or any other Loan Document, and no definition which would affect the amounts to be advanced or which are payable under the Operative Documents; or
(v) consent to any departure assignment of the Master Lease or the Lease Supplement by the Borrower therefromLessee except as expressly permitted by the Operative Documents, release Lessee from its obligations in respect of the payments of Rent or Lease Balance or change the absolute and unconditional character of such obligations or release any Collateral from the Liens created by the Operative Documents; or
(vi) release of any Lien granted by the Lessee or the Lessor under the Operative Documents, except as provided in the Operative Documents, or release the Lessee Guarantor from any of its obligations under the Guaranty;
(b) no such termination, amendment, supplement, waiver or modification of any provision of the Operative Documents that has the effect of invalidating, limiting, voiding, restricting or otherwise altering the coverage available under the RVI Policy shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of the Lessor and each Lender;
(b) extend or increase Purchaser holding Series B Notes and the Commitment of any Lender (or reinstate any Commitment terminated pursuant Lessor and each Purchaser holding Series B Notes shall be entitled to Section 2.05 or Section 8.02) without request written confirmation satisfactory to it regarding the written consent effect of such Lender;termination, amendment, supplement, waiver or modification as the same relates to the RVI Policy; and
(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 themi) hereunder or under any other Loan Document without the prior written consent of each Lender directly affected thereby;
a Participant, no termination, amendment, supplement, waiver or modification of any provision of any Operative document shall impose or create any additional obligations or liabilities on the part of such Participant and (dii) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of each Lender directly affected thereby; providedthe Lessor, however, that only the consent Section 13.8 of the Required Lenders shall be necessary to waive any obligation Indenture (and the corresponding provisions contained in each of the Borrower to pay interest at the Default Rate;
(eNotes) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iii) the Fee Letter may shall not be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13supplemented.
Appears in 1 contract
Amendments, Etc. (a) No modification, amendment or waiver of any provision of this Agreement or any Collateral Document (other Loan Documentthan the Account Control Agreements), and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged (or signed by the Administrative AgentAgent with the consent of the Required Lenders), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that 126 that, subject to Sections 2.07(d) and 2.29 of this Agreement, no such amendment, waiver modification or amendment shall without the prior written consent shallof:
(ai) waive any condition set forth in Section 4.01(aeach Lender directly and adversely affected thereby (A) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender or extend the termination date of the Commitment of any Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in or reinstate extension of the termination date of the Commitment of a Lender) or extend the final maturity date of the Loans of any Commitment terminated pursuant to Lender, or (B) reduce the principal amount of any Loan or extend any date for the payment of interest or Fees hereunder or reduce any Fees payable hereunder, or (C) amend, modify or waive any provision of Section 2.05 2.17(b) or Section 8.02) without 8.08 in any manner that would alter the written consent of such Lender;pro rata payment provisions therein; and
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment all of principal, interest, fees or other amounts due to the Lenders (A) amend or modify any provision of themthis Agreement which provides for the unanimous consent or approval of the Lenders, (B) amend this Section 10.08 that has the effect of changing the number or percentage of Lenders that must approve any modification, amendment, waiver or consent or modify the percentage of the Lenders required in the definition of Required Lenders, (C) release all or substantially all of the Collateral from the Liens granted to the Administrative Agent hereunder or under any other Loan Document without (except to the written consent extent contemplated by the definition of each Lender directly affected thereby;
(d) reduce the principal ofCollateral Release Date, or by Section 6.09 or by the rate terms of interest specified herein onthe Collateral Documents), any Loan, (D) release all or substantially all of the Guarantors or Hawaiian as a Guarantor so long as it is also a Grantor or (subject E) subordinate the Liens granted to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable Administrative Agent hereunder or under any other Loan Document without in respect of all (or substantially all) of the written consent Collateral to any Lien securing any other Indebtedness of each Lender directly affected therebythe Borrower or its Subsidiaries (except to the extent contemplated by Section 10.17 or by the terms of the Collateral Documents); provided, howeverprovided further, that only any Collateral Document may be amended, supplemented or otherwise modified with the consent of the Required Lenders shall be necessary applicable Grantor and the Administrative Agent (i) to waive any obligation add assets (or categories of assets) to the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 or Section 8.03 or Collateral covered by such Collateral Document, as contemplated by the definition of “Pro Rata Share” Additional Collateral set forth in a manner Section 1.01 hereof or (ii) to remove any asset or type or category of asset (including after-acquired assets of that would alter type or category) from the pro rata sharing of payments required thereby without Collateral covered by such Collateral Document to the written consent of each Lender; orextent the release thereof is permitted by Section 6.09(c).
(fb) change any provision of this Section No such amendment 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 Swing Line Lender in addition to the Lenders required above, modification shall adversely affect the rights or duties of the Swing Line Lender under this Agreement; (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 obligations of the Administrative Agent under this Agreement hereunder without its prior written consent.
(c) No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other Loan Document; and (iiior further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(b) the Fee Letter may shall be amended, or rights or privileges thereunder waived, in a writing executed only bound by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver modification, waiver, or consent hereunderauthorized as provided herein, except that and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Commitment of such Lender may not be increased or extended without the consent of Loans held by such Lender. No amendment to this Agreement shall be effective against the Borrower or any Guarantor unless signed by the Borrower or such Guarantor, as the case may be.
(d) Notwithstanding anything to the contrary contained in this Section 10.0110.08(a), (i) in the event that (a) either the Borrower requests that this Agreement be modified or amended in a manner that which would require the unanimous consent of all of the Lenders or the consent of all Lenders directly and adversely affected thereby and, in each case, such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace any non-consenting Lender in accordance with Section 10.02; provided that such amendment or modification can be effected as a result of the assignment contemplated by such Section (b) a Lender prohibits an Acquisition together with all other such assignments required by the Borrower or a Subsidiary by exercise of to be made pursuant to this clause (ci)); and (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the definition of Permitted AcquisitionLoan Documents, which Acquisition would otherwise then the Administrative Agent and the Borrower shall be a Permitted Acquisition, permitted to amend such provision and such Lender amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the sole Lender exercising its right Required Lenders within five (5) Business Days after written notice thereof to so prohibit such Acquisition the Lenders.
(such Lendere) [Reserved].
(f) In addition, a “Blocking Lender”notwithstanding anything to the contrary contained in Section 10.08(a), then this Agreement and, as appropriate, the other Loan Documents, may be amended (or amended and restated) with the written consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(g) In addition, notwithstanding anything to the contrary contained in Section 7.01 or Section 10.08(a), following the consummation of any Extension pursuant to Section 2.28, no modification, amendment or waiver (including, for the avoidance of doubt, any forbearance agreement entered into with respect to this Agreement) shall limit the right of any non-extending Revolving Lender or Lenders(each, collectively the a “Minority LendersNon-Extending Lender”) to enforce its right to receive payment of amounts due and owing to such Non-Extending Lender on the Revolving Facility Maturity Date applicable to the Revolving Commitments of such Non-Extending Lenders without the prior written consent of Non-Extending Lenders that would constitute Required Lenders if the Non-Extending Lenders were the only Lenders hereunder at the time.
(h) It is understood that the amendment provisions of this Section 10.08 shall not apply to extensions of the Revolving Facility Maturity Date or (ii) a Blocking Lenderthe maturity date of any tranche of Revolving Commitments, as applicablein each case, made in accordance with Section 10.13.2.28. 128
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alaska Air Group, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, provided that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “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; andand provided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 (iiiiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to each affected Lender that by the Required Lenders, or (b) a its terms affects any Defaulting Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with more adversely than other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or Administrative Agent at the written request of Required Lenders) and Borrower or the Borrower and applicable Loan Party, as the case may be, with receipt 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; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all Lenders and Borrower, do any of the following:
(ai) waive any condition set forth in Section 4.01(a) without increase, or extend the written consent of each Lender;
(b) extend or increase expiry of, the Commitment of any Lender (Lender, or reinstate any Commitment terminated pursuant to Section 2.05 increase or Section 8.02) without extend the written consent of such Lender;Swing Line Sublimit; or
(cii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment or of principal (excluding mandatory prepayment of principalprepayments), interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document, or reduce the amount that is due to Lenders (or any of them) on any such date; or
(iii) reduce the principal of, or the rate of interest or commitment fee specified herein on, any Loan or any Commitment or other amounts payable to Lenders (or any of them) hereunder or under any other Loan Document without (provided that the written consent vote of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary sufficient to waive any obligation the payment of, or reduce, the increased portion of the Borrower to pay interest accruing at the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender); or
(fiv) change amend any provision of this Section herein providing for consent or other action by all Lenders;
(v) amend the definition of “Required Lenders” or “Maturity Date” contained in Section 1.01; or
(vi) amend this Section 10.01, or Section 2.13, or any provision herein providing for consent or other provision hereof specifying action by all Lenders; or
(vii) release all or any portion of the number Collateral having a book value in excess of ten percent of the book value of all tangible assets of Borrower and its Subsidiaries on a consolidated basis on the date of such release, except as otherwise expressly provided herein or percentage in any of Lenders required to amendthe Collateral Documents, waive or amend the definition of the obligations secured by any of the Collateral Documents; or
(viii) increase the Commitments; or
(ix) release or terminate any of the Guaranties except as otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lenderexpressly provided herein; and, provided further, that further that: (ia) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender L/C Issuer in addition to the such Lenders as are otherwise required aboveby this Section 10.01, affect the rights or duties of the Swing Line Lender L/C Issuer under this AgreementAgreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (iib) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Lender in addition to the such Lenders as are otherwise required aboveby this Section 10.01, affect the rights or duties of Swing Line Lender under this Agreement; (c) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to such Lenders as are otherwise required by this Section 10.01, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; and (iiid) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Lender who is at the time a 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Ciber Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lenderthe Arrangers;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment of any Lender terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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) 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 clause (iii)ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.13 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; orand
(f) change any provision of this Section 10.01 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (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 (iiiii) the Fee Letter and the Agency Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders, except that (x) the Commitment of such 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 terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary contained in this Section 10.0110.01 to the contrary, if the Arrangers and the Borrower shall have jointly identified an obvious error or any error, ambiguity, defect, inconsistency or omission of a technical nature, in the event that (a) the Borrower requests that this Agreement be modified or amended each case, in a manner that would require the unanimous consent of all any provision of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”)Loan Documents, then with the consent of the Required Lenders, Arrangers and the Borrower shall be permitted to effect amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the replacement of (i) same is not objected to in writing by the Lender or Required Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, in accordance with Section 10.13Administrative Agent within ten Business Days following receipt of notice thereof.
Appears in 1 contract
Samples: Term Loan Facility Credit Agreement (Gilead Sciences Inc)
Amendments, Etc. No Neither the amendment or waiver of any provision of this Credit Agreement or any other Loan Credit Document, and no nor the consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders and the Borrower and acknowledged shall not be parties thereto, by the Administrative Agentparties thereto and consented to by the Required Lenders, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided -------- that no such amendment, waiver or consent shall:
shall unless in writing and signed by all the Lenders, do any of the following: (a) waive increase the Commitments of the Lenders or subject the Lenders to any condition set forth in Section 4.01(a) without the written consent of each Lender;
additional obligations, (b) extend except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or increase the Commitment interest on, any Note or any Letter of Credit reimbursement obligations or any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
fees hereunder, (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment in respect 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 specified herein on, any LoanNote or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive Section 2.8, Section 2.9, Section 13.6 or this Section 14.10, or change the ----------- ----------- ------------ ------------- definition of Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Borrower permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (subject to clause (iii)h) of the second proviso to this Section 10.01) terminate, waive or modify any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation indemnification obligations of the Borrower to pay interest at under the Default Rate;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” 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 “Required Lenders” Credit Agreement 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; Credit Document and, provided provided, further, that (i) no amendment, waiver or -------- ------- consent shallaffecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Swing Line Lender Agent and/or the Issuing Bank, as applicable, in addition to the Lenders required above, affect the rights or duties hereinabove to take such action. Notwithstanding any of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition foregoing to the Lenders required abovecontrary, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required LendersBorrower shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other ------------ than the provisions of Section 13.9). In addition, the Borrower shall be permitted and the Lenders ------------ hereby authorize the Agent to effect modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment manner ------------- requested by the Borrower, the Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, -------- however, that the Agent shall promptly deliver a copy of any such modification ------- to the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking and each Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower and acknowledged or by the Administrative AgentAgent with the consent of the Required Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no such amendment, waiver or consent shall:
shall (ai) waive increase the Commitment of any condition set forth Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender, in Section 4.01(aeach case without the written consent of each Lender affected thereby, (ii) increase the Total Term Loan A Commitment, the Total Term Loan A-1 Commitment or the Total Term Loan B Commitment without the written consent of each Lender;
, (biii) extend change the percentage of the Commitments or increase of the Commitment aggregate unpaid principal amount of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document Loans that is required for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) them to take any action hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
Lender, (div) reduce amend the principal of, definition of "Required Lenders" or the rate of interest specified herein on, any Loan, or (subject to clause (iii)) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document "Pro Rata Share" without the written consent of each Lender directly affected thereby; providedLender, however(v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), that only subordinate any Lien granted in favor of the Agent for the benefit of the Agent and the Lenders, or release the Borrower or any Guarantor without the written consent of the Required Lenders shall be necessary to each Lender, or (vi) amend, modify or waive any obligation of the Borrower to pay interest at the Default Rate;
(e) change Section 2.12 2.05(d), Section 3.03, this Section 10.02 or Section 8.03 or the definition 10.07 of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby this Agreement without the written consent of each Lender; or
provided, further, that no amendment, waiver or consent shall (fx) change any provision amend, modify or waive Section 2.01(a)(ii) or Section 2.01(a)(iii), of this Section Agreement without the written consent of each Lender with a Term Loan A-1 Commitment or a Term A-1 Loan in addition to the written consent of the Required Lenders, or (y) amend the definition of “Required Lenders” "Final Term Loan A-1 Maturity Date", "Term Loan A-1", "Term Loan A-1 Commitment", "Term Loan A-1 Commitment Termination Date", "Total Term Loan A-1 Commitment", or any other provision hereof specifying Schedule 1.01(A) with respect to the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderTerm Loan A-1 Commitments, without the written consent of each Lender; andLender with a Term Loan A-1 Commitment or a Term A-1 Loan in addition to the written consent of the Required Lenders. Notwithstanding the foregoing, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required abovean Agent, affect the rights or duties of the Swing Line Lender under this Agreement; such Agent (iibut not in its capacity as a Lender) 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 the other Loan Document; and (iii) Documents. Solely for the Fee Letter may be amended, purposes of voting or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything consenting to matters with respect to the contrary hereinLoan Documents, no a Defaulting Lender shall have any right be deemed not to approve or disapprove any amendment, waiver or consent hereunderbe a "Lender" and such Lender's Commitment shall be deemed to be zero, except that for purposes of voting or consenting on matters described in (i), (ii), (iii), (iv) or (vi) above.
(b) If any action to be taken by the Commitment of such Lender may not be increased Lenders hereunder requires the consent, authorization, or extended without the consent of such Lender. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent agreement of all of the Lenders or any Lender affected thereby, and such modification a Lender other than the Agent and its respective Affiliates and Related Funds (the "Holdout Lender") fails to give its consent, authorization, or amendment is agreed agreement, then the Agent, upon at least 5 Business Days prior irrevocable notice to by the Required Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Replacement Lenders, or (b) a and the Holdout Lender prohibits shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an Acquisition by effective date for such replacement, which date shall not be later than 15 Business Days after the Borrower or a Subsidiary by exercise date such notice is given. Prior to the effective date of clause (c) such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the definition outstanding Obligations without any premium or penalty of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Lender is Assignment and Acceptance prior to the sole Lender exercising its right to so prohibit effective date of such Acquisition (such Lender, a “Blocking Lender”), then with the consent of the Required Lendersreplacement, the Borrower Holdout Lender shall be permitted deemed to effect the have executed and delivered such Assignment and Acceptance. The replacement of (i) the any Holdout Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Lender, as applicable, shall be made in accordance with the terms of Section 10.1310.07(b). Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make its Pro Rata Share of Loans.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower applicable Loan Party 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; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender, or waive any condition set forth in Section 4.02 as to any Credit Extension in respect of a particular Tranche hereunder without the written consent of the Required Tranche 1 Lenders or the Required Tranche 2 Lenders, as the case may be;
(b) extend or increase the Commitment of any Lender under any Tranche (or reinstate any Commitment under any Tranche terminated pursuant to Section 2.05 or Section 8.02) without the written consent of 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 of the Aggregate 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 LoanLoan or L/C Borrowing, or (subject to clause (iii)iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that (i) only the consent of the Required Tranche 1 Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest or Letter of Credit Fees at the Default Rate, in respect of any payments to the Tranche 1 Lenders, and (ii) only the consent of the Required Tranche 2 Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate, in respect of any payments to the Tranche 2 Lenders;
(e) change Section 2.12 or Section 8.03 or the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender;
(g) amend Section 2.14 in a manner that would alter how a Designated Borrower is designated and/or permitted to receive Loans hereunder without the written consent of each Lender;
(h) except as otherwise provided in this Section 11.01, amend, waive or modify Section 2.01(a), any notice requirements or minimum or integral amounts with respect to prepayments of the Tranche 1 Loans or reductions of the Tranche 1 Commitments, any rights or obligations of the Tranche 1 Lenders under Section 2.04, any provision of Article III pertaining solely to the rights or obligations of the Tranche 1 Lenders, or any other provision of this Agreement providing for or requiring the consent of the Required Tranche 1 Lenders, without the written consent of the Required Tranche 1 Lenders (and, for the avoidance of doubt, the written consent of the Required Tranche 1 Lenders shall be sufficient to approve any amendment, waiver or modification described in this Section 11.01(h));
(i) except as otherwise provided in this Section 11.01, amend, waive or modify Section 2.01(b), any notice requirements or minimum or integral amounts with respect to prepayments of the Tranche 2 Loans or reductions of the Tranche 2 Commitments, any provision of Article III pertaining solely to the rights or obligations of the Tranche 2 Lenders, or any other provision of this Agreement providing for or requiring the consent of the Required Tranche 2 Lenders, without the written consent of the Required Tranche 2 Lenders (and, for the avoidance of doubt, the written consent of the Required Tranche 2 Lenders shall be sufficient to approve any amendment, waiver or modification described in this Section 11.01(i));
(A) 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 hereunderhereunder without the written consent of each Lender, (B) change any provision of this Section or the definition of “Required Tranche 1 Lenders” or any other provision hereof specifying the number or percentage of Tranche 1 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 Tranche 1 Lender, or (C) change any provision of this Section or the definition of “Required Tranche 2 Lenders” or any other provision hereof specifying the number or percentage of Tranche 2 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 Tranche 2 Lender;
(k) except as otherwise permitted or contemplated by this Agreement, otherwise change the provisions of any Loan Document in a manner that by its terms could reasonably be expected, in any material respect, to adversely affect payments due to Lenders holding Loans in a particular Tranche differently from the rights of Lenders holding Loans in the other Tranche without the prior written consent of the requisite Lenders in the adversely affected Tranche (i.e., in the case of Tranche 1, the Required Tranche 1 Lenders, and in the case of Tranche 2, the Required Tranche 2 Lenders);
(l) release either Guarantor from the 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 L/C Issuer in addition to the Lenders required above, affect the rights or duties of the 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 the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iiiii) 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 (iiiiv) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderhereunder (and any amendment, waiver or consent 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 Defaulting Lenders), except that (x) the Commitment of such any Defaulting Lender under any Tranche may not be increased or extended without the consent of such Lender. Notwithstanding anything to Defaulting Lender and (y) any waiver, amendment or modification requiring the contrary contained in this Section 10.01, in the event that (a) the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to by the Required Lenders, or (b) a Lender prohibits an Acquisition by the Borrower or a Subsidiary by exercise of clause (c) of the definition of Permitted Acquisition, which Acquisition would otherwise be a Permitted Acquisition, and such Lender is the sole Lender exercising its right to so prohibit such Acquisition (such Lender, a “Blocking Lender”), then with other affected Lenders shall require the consent of the Required Lenders, the Borrower shall be permitted to effect the replacement of (i) the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) or (ii) a Blocking Defaulting Lender, as applicable, in accordance with Section 10.13.
Appears in 1 contract
