Amendments, Etc. Subject to Section 3.03(b), (c) and (d), 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate; (e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected; (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 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 an 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 and (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. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 5 contracts
Samples: Credit Agreement (Safehold Inc.), Credit Agreement (Istar Inc.), Credit Agreement (Istar Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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, unless in writing and signed by all of the Lenders 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 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 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 L/C BorrowingLoan, or (subject to clause (iiiiv) of the second proviso to this Section 10.01below) any fees or other amounts payable hereunder or under any other Loan Document without Document, or change the written consent manner of each Lender directly affected therebycomputation of any financial covenant used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” contained in Section 1.01 or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change (i) the Revolving Line of Credit Commitment Amount, (ii) the Term Commitment Amount or (iii) the percentage of the Aggregate Commitments or of 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 or Voting Percentage of any Lender (other than in connection with an assignment effected pursuant to Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected10.07);
(f) change amend this Section, or Section 2.11, or any provision of this Section herein providing for consent or other action by all 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 (i) any Guarantor from its Guaranty or (ii) all or any substantial part of the Guaranty without Collateral from any Lien in favor of the written consent of each Lender. and, Collateral Agent or the Administrative Agent; provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Documentation Agent or the Collateral Agent, as applicable, in addition to the Required Lenders required aboveor each directly-affected Lender, as the case may be, affect the rights or duties of such L/C Issuer the Documentation Agent or the Collateral Agent, respectively, under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and other Loan Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders required aboveor each directly-affected Lender, 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 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,
(i) no Defaulting , any Lender that has a Voting Percentage of zero shall not have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment Pro Rata Share of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 4 contracts
Samples: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 that
(a) no such amendment, waiver or consent shall:
(ai) amend or waive any condition set forth in Section 4.01(a) 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 8.02) without the written consent of such Lender[reserved];
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory 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 therebyentitled to receive such payment;
(div) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiii) of the second final 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 receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) 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 (B) 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;
(ev) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fvi) 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 Lender; orLender directly affected thereby;
(gvii) release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;
(viii) release the Borrower or the MLP without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.04 or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender. andLender whose Obligations are guarantied thereby, provided furtherexcept to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(b) unless also signed by the Administrative Agent, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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; provided, further, that notwithstanding anything to the contrary herein, (i) 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 (ii) 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. Notwithstanding anything to the contrary contained herein,
, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (this Agreement may be amended and any amendment, waiver or consent which by its terms requires restated without the consent of all Lenders or each affected any Lender may be effected (but with the consent of the applicable Lenders other than Defaulting LendersBorrower) 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), except that 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 and (xii) the Commitment Administrative Agent and the Borrower may make amendments contemplated by Section 3.03(c). Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may (a) amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any Defaulting other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender may or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not be increased or extended without have received, within five Business Days of the consent date of such Lender notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (yb) amend, modify or supplement any waiver, amendment Collateral Document for purposes of correcting or modification requiring supplementing descriptions of Collateral (including legal descriptions of real property) and to cause the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative Obligations to other affected Lenders shall require the consent of such Defaulting Lender;be secured thereby.
Appears in 4 contracts
Samples: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of the Lenders as shall may be expressly provided for herein or in the other Loan Documentsspecified herein) and the Borrower Borrowers or the Guarantorapplicable 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 that (x) the Administrative Agent and the Borrowers may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall:
(ai) (A) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each LenderLender or (B) without limiting the generality of the preceding clause (A), waive any condition set forth in Section 4.02 as to any Credit Event under the Facility (it being understood that the waiver of any Default or Event of Default or the amendment or waiver of any covenant or representation contained herein shall not constitute a waiver of any condition set forth in Section 4.01 or Section 4.02);
(bii) extend or increase the Revolving Facility Commitment of any Lender (or reinstate any Revolving Facility Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory 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 Loan or L/C Letter of Credit Borrowing, or (subject to clause (iiiii) 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ev) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected(it being agreed that fees in connection with Permitted Amendments do not constitute non-pro rata payments under Sections 2.13 or 8.03);
(fvi) 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; or;
(gvii) release all or substantially all of the Guaranty Collateral in any transaction or series of related transactions, without the written consent of each Lender. and; provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.05 or released in compliance with Section 9.10(i) or (ii) or otherwise as expressly provided in the Loan Documents;
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone) or as otherwise expressly provided in the Loan Documents, or release any Borrower without the written consent of each Lender;
(ix) increase the advance rates set forth in the definition of Borrowing Base without the consent of each Lender; or
(x) except as otherwise set forth in the definitions of Eligible Accounts and Eligible Inventory, modify the eligibility criteria in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, or otherwise cause the Borrowing Base availability under the Facility to be increased beyond the level permissible under this Agreement as then in effect, in each case without the written consent of each Lender, and provided, further, that that: (i) no amendment, waiver or consent shall, unless in writing and signed by an each 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 and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Facility Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;. Notwithstanding any provision herein to the contrary, the Borrowers may, by written notice by the Parent Borrower to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Parent Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans of those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). Each Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Facility Commitment of the Accepting Lenders. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension, of the scheduled amortization of the applicable Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, Stock or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence. 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 and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 10.13; 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 Parent Borrower to be made pursuant thereto).
Appears in 4 contracts
Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by by, subject to clause (vi) of the second proviso below, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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(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 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 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 and adversely affected therebythereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(db) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08, fees or other amounts without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 and adversely affected thereby, it being understood that any change to the definition of Consolidated First Lien Secured Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest or fees; 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;
(ed) change any provision of this Section 8.03 in a manner 10.01 or the definitions of “Required Lenders,” and “Required Revolving Credit Lenders”, or Sections 2.13 or 8.04 that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 Lenderaffected thereby; or
(g) release 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 an L/C Issuer in addition to the Lenders required above, affect extent necessary to give effect to the rights or duties of such L/C Issuer incurrence under this Agreement or of any Issuer Document relating Refinancing Subsidiary Debt Term Loans, in no event shall this clause (d) apply to any Letter of Credit issued or to be issued by it and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and made to give effect to 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 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lenderincurrence;
Appears in 4 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)
Amendments, Etc. Subject to Section 3.03(b)(a) This Agreement, (c) the other Loan Documents and (d), no amendment or waiver of any provision of this Agreement hereof or any other Loan Documentthereof may not be waived, and no consent amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by and the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 givenLenders; provided, however, that no such amendmentagreement shall (i) decrease the principal amount of, waiver or consent shall:
(a) extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of a Facility Letter of Credit Obligation, or waive or excuse any condition set forth such payment or any part thereof, or decrease the rate of interest on any Loan or Facility Letter of Credit Obligation, in Section 4.01(a) each case without the prior written consent of each Lender to which such Loan or Facility Letter of Credit Obligation is owing, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees of any Lender without the prior written consent of such Lender, (iii) amend or modify any provision requiring pro rata treatment of the Lenders, the provisions of Section 9.07, Section 11.01 or the provisions of this Section or release all or substantially all of the value of the guarantees provide by the Guarantors or all or substantially all of the Collateral, without the prior written consent of each Lender;
, (biv) extend waive, amend or increase the Commitment modify any provision of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) 2.19 without the prior written consent of such Lender;
each Issuer or (cv) postpone any date fixed by reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders Issuer (or any of themin their respective capacities as such) hereunder or under any other Loan Document without the prior written consent of each Lender directly affected thereby;the Agent or such Issuer.
(db) reduce The Agent and the principal ofBorrower may amend any Loan Document to correct administrative errors or omissions, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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, effect administrative changes 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 are not adverse to any Letter of Credit issued or to be issued by it and (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 DocumentLender. Notwithstanding anything to the contrary contained herein,
(i) no Defaulting Lender , such amendment shall have become effective without any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the further consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders any other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of party to 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Loan Document.
Appears in 4 contracts
Samples: Credit Agreement (Beazer Homes Usa Inc), Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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) except pursuant to Section 2.14, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 of principal, interest, fees or other amounts due to the Lenders (or any of them) or any 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 Loan Loan, or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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 modify the Guaranty pro rata distribution of payments, proceeds, or fees payable to Lenders under this 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and Lender, (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than 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;.
Appears in 3 contracts
Samples: Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentCredit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)), and no consent to any departure by the Borrower Company or the Guarantor any other Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable Credit 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 the Maturity Date or increase the Commitment Credit-Linked Deposit of any Lender (or reinstate any Commitment obligation to make Credit Extensions terminated pursuant to Section 8.028.02 in which such Lender participates) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Credit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)) for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Credit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)) 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 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 Credit Document without (other than L/C Issuer Documents to the written consent of each Lender directly affected therebyextent permitted by Section 2.01(b)); provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate,” the amount of any increase in the Applicable Rate pursuant to the definition thereof during the existence of any Event of Default, or the interest rate applicable from time to time to Borrowings under Section 2.04(a)(ii), or to waive any obligation of the Borrower Co-Obligors to pay interest or Letter of Credit Fees at the Default RateRate or at the rate set forth in Section 2.04(a)(ii), or to increase the Applicable Rate during the existence of an Event of Default;
(e) change Section 2.08 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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) change the definitions of “Alternative Currency” without the consent of each Lender; or
(gh) release the Guaranty Company or any Subsidiary from any of the guaranteed obligations under any of the Guaranties without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer Issuers in addition to the Lenders required above, modify or waive any provision of Section 2.01(a) (including defined terms used therein) or otherwise affect the rights or duties of such the L/C Issuer Issuers under this Agreement or any L/C Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 Credit Document; (iii) the Fronting Fee Letters and the BAS/BofA Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto; and (iv) the Administrative Agent shall not agree to any amendment or waiver of any provision of any Allocation Agreement nor consent to any departure therefrom by any party unless the same shall be in writing and signed by the Administrative Agent for itself and on behalf of the Lenders at the direction or with the consent of the Required Lenders. Notwithstanding anything to the contrary herein,
in the foregoing Section 10.01, if the Credit Agreement is amended to exempt the Co-Obligors from the restrictions of Section 7.3(A) thereof, and provided that no Event of Default then exists and the Company delivers the notice and Officer’s Certificate discussed below, then effective upon delivery of such notice and Officer’s Certificate, Sections 7.07 and 7.11 of this Agreement will be deemed automatically modified to exempt Indebtedness of Co-Obligors. If the Credit Agreement is modified as described in the preceding sentence, the Company may deliver to each holder of Notes a notification of such amendment, and the resulting automatic amendment of Sections 7.07 and 7.11, which notice shall be accompanied by an Officer’s Certificate certifying that (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder Event of Default then exists and (ii) such Officer’s Certificate attaches a true 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 correct copy of the applicable Lenders other than Defaulting Lenders), except that (x) amendment to the Commitment of any Defaulting Lender may not be increased or extended without the consent of Credit Agreement referenced in 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;notice.
Appears in 3 contracts
Samples: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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 8.02) (except pursuant to a reallocation of one or more Individual Currency Commitments of such Lender to its Core Currency Commitment pursuant to Section 2.06(b)) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiiv) 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 therebythereby (it being understood that any amendment or modification to the financial definitions in this Agreement or to the calculation of any financial covenant shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (d), notwithstanding the fact that such amendment or modification actually results in such a reduction); 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(f) change any provision of this amend Section 1.06 or the definition of “Required LendersAlternative Currency” or any other provision hereof specifying the number “Core Currency” or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, “Non-Core Currency” without the written consent of each Lender; or
Lender (g) release except through the Guaranty without operation of Section 1.06 and the written consent definitions “Core Currency” of each Lender. and“Non-Core Currency”, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition which provide for the inclusion of additional currencies pursuant 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lendersthereof), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 3 contracts
Samples: Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co), Five Year Credit Agreement (Tiffany & Co)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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 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 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 L/C BorrowingLoan, or (subject to clause (iiiii) 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 or any other Person to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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;
(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or
(g) release all or substantially all the value of 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 an 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 and (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) any 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 3 contracts
Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Restricted Person therefrom, shall be effective unless in writing signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable Restricted Person, 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 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 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 L/C BorrowingLC Obligation, 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 Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Leverage Level that would result in a reduction of any interest rate on any Loan or any fee payable hereunder 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 or Letter letter of Credit Fees credit fees at the Default Rate;
(e) change Section 2.15 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(g) except as provided in Section 9.10, release all or substantially all of the Guarantors 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 an L/C the LC Issuer in addition to the Lenders required above, affect the rights or duties of such L/C the LC Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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. Notwithstanding anything to the contrary herein,
; (iiii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document; and (and any amendment, waiver or consent which by its terms requires iv) the consent of all Lenders or each affected Lender Fee Letter may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 3 contracts
Samples: Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), (c) the terms of the Intercreditor Agreement and (d)Sections 2.14 and 2.17, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable 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 8.029.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment of principalprincipal (excluding mandatory prepayments), interest, fees fees, premiums 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 and adversely affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, Credit Extension 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 and adversely 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ed) change Section 8.03 2.06(c), Section 2.13 or Section 9.03, in each case, in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fe) change any provision of this Section 11.01 or the definition definitions of “Required Lenders,” “Required ETMC Lenders,” “Required Legacy Lenders,” “Supermajority ETMC Lenders” or “Supermajority Legacy 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 directly and adversely affected thereby;
(f) except in connection with a Disposition permitted under Section 8.05 or as required by the Intercreditor Agreement or the Relative Rights Agreement, release or subordinate all or substantially all of the Collateral without the written consent of each Lender;
(g) release the Borrowers or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender;
(h) change Section 11.07 in any manner that would impose any additional restriction on the ability of the Lenders to assign their respective rights and obligations without the written consent of each Lender directly affected thereby;
(i) without the prior written consent of the Administrative Agent, the Supermajority ETMC Lenders and the Supermajority Legacy Lenders, change the definition of the term “Availability” or any component definition used therein if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that (x) any such change that would affect the ETMC Lenders but not directly affect the Legacy Lenders shall require solely the consent of the Administrative Agent and the Supermajority ETMC Lenders, and (y) any such change that would affect the Legacy Lenders but not directly affect the ETMC Lenders shall require solely the consent of the Administrative Agent and the Supermajority Legacy Lenders;
(j) without the prior written consent of the Administrative Agent and the Supermajority ETMC Lenders, change the definition of the term “ETMC Borrowing Base” or any component definition used therein (including, without limitation, the definition of “Eligible Account”) if, as a result thereof, the amounts available to be borrowed by the ETMC Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Borrowing Base Reserves or to add Accounts acquired in a Permitted Acquisition to the ETMC Borrowing Base as provided herein;
(k) without the prior written consent of the Administrative Agent and the Supermajority Legacy Lenders, change the definition of the term “Legacy Borrowing Base” or any component definition used therein (including, without limitation, the definition of “Eligible Account”) if, as a result thereof, the amounts available to be borrowed by the Legacy Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Borrowing Base Reserves or to add Accounts acquired in a Permitted Acquisition to the Legacy Borrowing Base as provided herein;
(l) amend, waive or otherwise modify any term or provision which directly affects the ETMC Lenders and does not directly affect the Legacy Lenders without the written consent of the Required ETMC Lenders; provided that the amendments, waivers and modifications described in this clause (l) shall not require the consent of any Legacy Lenders;
(m) amend, waive or otherwise modify any term or provision which directly affects the Legacy Lenders and does not directly affect the ETMC Lenders without the written consent of the Required Legacy Lenders; provided that the amendments, waivers and modifications described in this clause (m) shall not require the consent of any ETMC Lenders; or
(n) amend, waive or otherwise modify Section 2.6 of the Relative Rights Agreement or Section 2.17 hereof, in each case, without the written consent of each Lender; or
(g) release the Guaranty without the written consent of each Legacy Lender. andprovided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such an L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) no amendment, waiver or consent shall without the consent of the Lenders holding more than 50% of the outstanding Loans, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Loans on account of the mandatory prepayment provisions of clauses (ii) and (iii), inclusive, of Section 2.05(b) or the application provisions of Section 2.05(b)(ii) and (vi) 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. Notwithstanding anything to the contrary herein,
, after the occurrence of the Ventas Purchase Option Assignment, no amendment, waiver or consent shall, unless signed by the Required ETMC Lenders in addition to the other Lenders required above, affect the rights or duties of the ETMC Lenders. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender and (ii) this Agreement and the other Loan Documents may be amended to give effect to any Revolving Commitment Increase without the consent of the Lenders to the extent set forth in Section 2.14. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Xxxxxx sees fit on any bankruptcy reorganization plan that affects the Loans and (y) 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. Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrowers without the need to obtain the consent of any other Lender if such amendment is delivered in order to correct or cure (x) ambiguities, errors, omissions, defects, (y) to effect administrative changes of a technical or immaterial nature or (z) incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document. The Collateral Documents and related documents executed in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such Security Agreement or other document to be consistent with this Agreement and the other Loan Documents. Notwithstanding anything to the contrary in this Section 11.01, the Relative Rights Agreement may be amended in the manner set forth therein. Notwithstanding anything to the contrary in this Section 11.01, this Agreement and the other Loan Documents may be amended on the date the Ventas Purchase Option Assignment is consummated to affect the amendments contemplated by Section 2.17 with the consent of the Borrowers, the Administrative Agent and the Ventas Assignee; provided that no such amendments may directly affect the ETMC Lenders. No real property shall be taken as Collateral unless Lenders receive 45 days advance notice and each Lender confirms to the Administrative Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender;. At any time that any real property constitutes Collateral, no modification of a Loan Document shall add, increase, renew or extend any loan, commitment or credit line hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders.
Appears in 3 contracts
Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes (if any), and no nor 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 Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an L/C Issuer the relevant Lenders, do any of the following: (a) waive any of the conditions specified in addition Section 3.01, without the consent of any affected Lender, (b) increase the Commitments of any affected Lender, (c) reduce the principal of, or interest on, the Notes (if any) or any fees or other amounts payable hereunder to such Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes (if any) or any fees or other amounts payable hereunder to such Lender, (e) change the percentage of the Commitments or the aggregate unpaid principal amount of the Notes (if any), the number of Lenders, or the Available Amount of outstanding Letters of Credit, that shall be required for the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating of them to take any Letter action hereunder without the consent of Credit issued all Lenders, (f) amend Section 2.18 in a manner that would alter pro rata sharing of payments required thereby or to be issued by it this Section 8.01 without the consent of all Lenders, or (g) amend, modify or waive any provision of Section 2.04 in a manner that adversely affects any Swingline Lender without the written consent of the then Swingline Lender or Swingline Lenders; and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Note.
Appears in 3 contracts
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentNotes, and no nor consent to any departure by the Company or any other Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 no such amendment, waiver or consent shall:
, unless in writing and signed by all the Non-Defaulting 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;
3.01 or Section 3.02, (b) extend or increase the Commitment Revolving Credit Commitments of any Lender (or reinstate any Commitment terminated pursuant to the Lenders other than in accordance with Section 8.02) without the written consent of such Lender;
2.18, (c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan the Advances or L/C Borrowing, 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 Advances or any fees or other Loan Document without the written consent of each Lender directly affected thereby; providedamounts payable hereunder, 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 8.03 in a manner the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that would alter shall be required for the pro rata sharing Lenders or any of payments required thereby without the written consent of each Lender directly and adversely affected;
them to take any action hereunder, (f) change any provision reduce or limit the obligations of this the Company under Section 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII or (g) amend the definition of “Required Lenders” or this Section 9.01; provided further that any other provision hereof specifying amendment, waiver or consent requiring 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 all Non-Defaulting Lenders under clauses (b), (c), (d) or (f) of the preceding proviso that by its terms adversely affects any Defaulting Lender disproportionately as compared to other affected Lenders shall require the consent of such Defaulting Lender and any such amendment, waiver or consent that would alter the terms of this proviso will require the consent of such Defaulting Lender; or
(g) release the Guaranty without the written consent of each Lender. and, provided further, still further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of such L/C Issuer the Agent under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent each Swing Line Bank in addition to the Lenders required aboveabove to take such action, adversely affect the rights or duties obligations of the Administrative Agent Swing Line Banks in their capacities as such under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein,
Agreement; and (iiii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (shall, unless in writing and any amendment, waiver or consent which signed by its terms requires the consent of all Lenders or each affected Lender may be effected with Issuing Bank in addition to the consent Lenders required above to take such action, adversely affect the rights or obligations of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of an Issuing Bank in its capacity as 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.), 3 Year Credit Agreement (Interpublic Group of Companies, Inc.)
Amendments, Etc. (a) Subject to Section 3.03(b), (c3.03(c) and (d)Section 3.06, no amendment or waiver of any provision of this Agreement may be modified, supplemented or any other Loan Documentwaived except by an instrument in writing duly executed by the Collateral Agent acting at the direction of the Required Voting Parties; provided, however, (i) no amendment, waiver or consent shall become effective without the prior written consent of the Required Voting Parties and no the Authorized Representative for the affected Series of Secured Obligations if such amendment, waiver or consent (w) has the effect of changing the definition of “Required Voting Parties”, the percentage or composition of Secured Parties required to vote on a matter or this clause (a)(i)(w)), (x) adversely affects the relative priority of payment due to any departure Secured Party under the Credit Documents, whether by way of enforcement or realization on Collateral or otherwise (including, without limitation, the priorities set forth in Section 4.05), (y) has the effect of changing Section 4.06, or (z) materially adversely affects any Series of Secured Obligations disproportionately as compared to other Series of Secured Obligations, (ii) no amendment, waiver or consent that has the effect of changing the definition of “Unanimous Voting Parties” or Section 2.07(d) may be effectuated without the prior written consent of the Unanimous Voting Parties and (iii) no amendment, waiver or consent that affects the material rights and duties of the Borrower shall be effective without the prior written consent of the Borrower.
(b) No amendment waiver or the Guarantor therefromconsent (including, without limitation, any Intercreditor Vote) of Macquarie Affiliates in such Person’s capacity as a Lender or Participant (each a “Creditor Side Person”), shall be effective (x) except, with respect to Loans and Commitments not in excess of $50,000,000 in the aggregate at any time and (y) unless each such Person has in writing signed by the Required Lenders (or place a Wall between such other number or percentage Creditor Side Person and any Persons authorized to take action on behalf of the Lenders Borrower (such Persons, “Borrower Side Persons”) such that information is not shared between a Creditor Side Person and Borrower Side Persons (other than on arm's-length, third party terms) and decisions of Creditor Side Persons are made, and actions taken, independent of considerations of Borrower Side Persons. Any such modification, supplement or waiver shall be for such period and subject to such conditions as shall be expressly provided for herein or specified in the instrument effecting the same and shall be binding upon the Collateral Agent and each of the other Loan Documents) and the Borrower or the Guarantor, as the case may beparties hereto, and acknowledged by the Administrative Agent, and each any such waiver or consent shall be effective only in the specific instance and for the specific purpose purposes for which given; provided. For purposes hereof, however“Wall” shall mean with respect to any Creditor Side Person and Borrower Side Person, such Persons (1) do not have interlocking officers, directors or employees, (2) have separate offices and information systems such that no such amendmenta Creditor Side Person does not have access to non-public information in the possession of a Borrower Side Person (and vice versa), waiver and (3) have a formalized process or consent shall:
(a) waive any condition set forth in Section 4.01(a) without procedure prohibiting the written consent disclosure of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 of principal, interest, fees or other amounts due non-public information to the Lenders (or any other such Person. A Creditor Side Person shall provide reasonable evidence of them) hereunder or under any other Loan Document without the written consent Wall upon the reasonable request of each Lender directly affected thereby;
(d) reduce the principal of, a Secured Party or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Collateral Agent.
Appears in 3 contracts
Samples: Term Loan Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrower, 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 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 (excluding mandatory 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 Loan or L/C Borrowing, or (subject to clause subsection (iiiiv) 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 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;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; or
(g) release 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) either of the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitment or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders, except increasing such Defaulting Lender;'s Commitment or extending date fixed hereunder for payment).
Appears in 3 contracts
Samples: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party or Petro therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable Loan Party or Petro, as the case may be, and acknowledged by the 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(a5.01(a) without the written consent of each Lender, except as may be agreed to by the Agents in connection with any post-closing agreement which has been disclosed or delivered to the Lenders;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.029.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principalprincipal (including mandatory prepayments required by Section 2.05), 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(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;
(g) except in connection with a Disposition permitted under Section 8.05, release all or any material portion of the Collateral without the written consent of each Lender; or
(gh) release the Guaranty Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, any of the Guarantors from its or their obligations under the Loan Documents without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative such Agent in addition to the Lenders required above, affect the rights or duties of the Administrative either Agent under this Agreement or any other Loan Document; and (iii) any 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring Lender. Notwithstanding the fact that the consent of all the Lenders or is required in certain circumstances as set forth above, (A) each affected Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that by its terms affects any Defaulting the Loans, and each Lender disproportionately adversely relative to other affected acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (B) the Required Lenders shall require determine whether or not to allow a Loan Party or Petro to use cash collateral in the consent context of a bankruptcy or insolvency proceeding and such Defaulting Lender;determination shall be binding on all of the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Petro Stopping Centers L P), Credit Agreement (Petro Financial Corp), Credit Agreement (Petro Stopping Centers Holdings Lp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of the Lenders as shall may be expressly provided for herein or in the other Loan Documentsspecified herein) and the Borrower Borrowers or the Guarantorapplicable 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 that (x) the Administrative Agent and the Borrowers may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall:
(ai) A) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each LenderLender or (B) without limiting the generality of the preceding clause (A), waive any condition set forth in Section 4.02 as to any Credit Event under the Facility (it being understood that the waiver of any Default or Event of Default or the amendment or waiver of any covenant or representation contained herein shall not constitute a waiver of any condition set forth in Section 4.01 or Section 4.02);
(bii) extend or increase the Revolving Facility Commitment of any Lender (or reinstate any Revolving Facility Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory 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 Loan or L/C Letter of Credit Borrowing, or (subject to clause (iiiii) 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ev) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected(it being agreed that fees in connection with Permitted Amendments do not constitute non-pro rata payments under Sections 2.13 or 8.03);
(fvi) 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;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.05 or released in compliance with Section 9.10(i) or (ii) or otherwise as expressly provided in the Loan Documents;
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone) or as otherwise expressly provided in the Loan Documents, or release any Borrower without the written consent of each Lender;
(ix) increase the advance rates set forth in the definition of Borrowing Base without the consent of each Lender; or
(gx) release except as otherwise set forth in the Guaranty definitions of Eligible Accounts and Eligible Inventory, modify the eligibility criteria in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, or otherwise cause the Borrowing Base availability under the Facility to be increased beyond the level permissible under this Agreement as then in effect, in each case without the written consent of each Lender. andand provided, provided further, that that: (i) no amendment, waiver or consent shall, unless in writing and signed by an each 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 and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter and the Closing 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Facility Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;. Notwithstanding any provision herein to the contrary, the Borrowers may, by written notice by the Parent Borrower to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Parent Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans of those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). Each Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Facility Commitment of the Accepting Lenders. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Original Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension, of the scheduled amortization of the applicable Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, Stock or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence. 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 and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 10.13; 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 Parent Borrower to be made pursuant thereto).
Appears in 3 contracts
Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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, and, 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 or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(cd) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of any Commitments hereunder or under any such other Loan Document without the written consent of each Lender directly affected therebythereby (it being understood that any vote to rescind any acceleration of amounts owing with respect to the Loans and other Obligations under the Loan Documents shall only require the consent of the Required Lenders);
(de) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiiv) of the second last 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 (i) to amend the definition of “Default Rate” or to waive any obligation of the any 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;
(ef) change (i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (ii) the order of application of any reduction in the Commitments from the application thereof set forth in the applicable provisions of Section 2.06(b) or 2.06(c), respectively, in any manner that materially and adversely affectedaffects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Facility, the Required Term Lenders and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(fg) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Credit Lender or amend Section 2.16(b) without the written consent of each Lender;
(h) subject to Sections 2.17 and 2.18, 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(h)), 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;
(i) release the Company from the Company Guaranty or release all or substantially all of the value of the Subsidiary Guaranty, without the written consent of each Lender; or, except to the extent the release of any Subsidiary Guarantor from the Subsidiary Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(gj) release the Guaranty any Designated Borrower under this Agreement, without the written consent of each Lender. , except to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(k) 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 Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) the Administrative Agent and the Company may effect any amendment to the Loan Documents to reflect terms applicable to any Incremental Term Loan as provided in Section 2.18(g) without the consent of any other Lender. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 3 contracts
Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 or the Guarantor Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrowers, 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, provided that no such amendment, waiver or consent shall:
shall be effective, unless (ai) waive any condition set forth in Section 4.01(a) without the written consent of writing and signed by each Lender;
, to do any of the following: (b1) extend or increase the Commitment of Revolving Credit Maximum Amount (except in accordance with Section 1.3) or any Lender's Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable hereunder, other than those payable only to Agent or Issuing Lender in its capacity as such, which may be reduced by Agent unilaterally, (or reinstate 3) decrease any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
interest rate payable hereunder, (c4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder, other than those payable only to Agent in its capacity as such, which may be postponed by Agent unilaterally, (5) increase any advance percentage contained in the definition of the term "Borrowing Base", (6) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (7) release or discharge any Person liable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (8) amend any provision of this Agreement that requires the consent of all Lenders or consent to or waive any breach thereof, (9) amend the definition of the term "Majority Lenders", (10) amend this Section 12.2 or (11) release any substantial portion of the Collateral, unless otherwise permitted pursuant to Section 11.7 hereof; or (ii) in writing and signed by Xxxxxxx Xxxxxx in addition to the Lenders required above to affect the rights or duties of Issuing Lender under this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, above to affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything If a fee is to the contrary herein,
(i) no Defaulting Lender shall have be paid by Borrowers in connection with any right to approve or disapprove any amendment, waiver or consent hereunder amendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that only Lenders executing such agreement by a specified date may share in such fee (and any amendmentin such case, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may such fee shall be effected with the consent of divided among the applicable Lenders other than Defaulting Lenders), except that (x) on a pro rata basis without including the Commitment interests of any Defaulting Lender may Lenders who have not be increased or extended without the consent of timely executed 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;agreement).
Appears in 3 contracts
Samples: Loan and Security Agreement (Century Aluminum Co), Loan and Security Agreement (Century Aluminum Co), Loan and Security Agreement (Century Aluminum Co)
Amendments, Etc. No failure or delay by the Administrative Agent, any LC Issuer or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, any LC Issuer and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. Subject to Section 3.03(b), (c) and (d)2.19, no amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor 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 Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or and, in the other Loan Documents) and case of an amendment, the Borrower or the Guarantor, as the case may beBorrower, 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, 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) increase or extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) Lender, without the written consent of such Lender;
, (cb) postpone reduce the principal of, or rate of interest on, any date fixed by this Agreement Advance, any Reimbursement Obligation or any other Loan Document for any payment 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;
, (dc) reduce the postpone any date fixed for any payment of principal of, or the rate of interest specified herein on, any Loan Advance, any Reimbursement Obligation or L/C Borrowing, 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 hereunder, without the written consent of each Lender directly affected thereby; provided, however(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that only the consent of the Required Lenders shall be necessary required for the Lenders or any of them to amend take any action hereunder or the definition of “Default Rate” or to waive any obligation Majority Lenders”, without the written consent of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
each Lender, (e) change amend this Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby 8.01, without the written consent of each Lender directly and adversely affected;
or (f) change waive or amend 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 regarding pro rata sharing or otherwise modify any rights hereunder or make any determination or grant any consent hereunderrelates to the distribution of payments among Lenders, without the written consent of each Lender; or
(g) release the Guaranty without the written consent of each Lender. andprovided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Administrative Agent, in addition to the Lenders required aboveabove to take such action, affect the rights or duties of such L/C Issuer the Administrative Agent under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent each LC Issuer, in addition to the Lenders required aboveabove to take such action, affect the rights or duties of such LC Issuer under this Agreement; and (iii) no amendment, waiver or consent shall amend, modify or waive Section 2.19 without the prior written consent of the Administrative Agent under and each LC Issuer. Without limiting the generality of the foregoing, the making of an Advance or issuance of a Facility LC shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent, any Lender or any LC Issuer may have had notice or knowledge of such Event of Default at the time. 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. Notwithstanding anything document executed in connection herewith, then the Administrative Agent and the Borrower shall be permitted to the contrary herein,
(i) no Defaulting Lender amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall have become effective without any right to approve or disapprove any amendment, waiver further action or consent hereunder (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 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 disproportionately adversely relative other party to other affected Lenders shall require the consent of such Defaulting Lender;this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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; 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 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 (excluding mandatory 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 L/C Borrowing, 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 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 or Letter of Credit L/C 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;
(e) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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 any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 3 contracts
Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)
Amendments, Etc. Subject Without notice to Section 3.03(bor consent of any Owners, any provisions of this Custody Agreement may be amended (i) to cure any formal defect, omission, inconsistency or ambiguity in this Custody Agreement, (ii) to add to the covenants and agreements of the Custodian or Financial Security or to surrender any right or power herein conferred upon the Custodian, the Fund or Financial Security, (iii) to effectuate the assignment of the Custodian's rights and duties hereunder to a qualified successor as provided herein, (iv) to comply with the Trust Indenture Act of 1939, as from time to time amended, or the Investment Company Act of 1940, as from time to time amended, (v) to increase the number of shares of Preferred Stock held in custody under this Custody Agreement or (vi) to modify, alter, amend or supplement this Custody Agreement in any other respect not inconsistent herewith which, in the opinion of counsel acceptable to the Custodian, is not adverse to the Custodian or any of the Owners. Except for amendments made pursuant to clause (i), (c) and (dii), (iii), (iv), (v) or (vi) above, no amendment affecting the Owners of Custody Receipts may be made to this Custody Agreement without the consent of Owners of Custody Receipts evidencing 66-2/3% of the outstanding shares of the Preferred Stock, provided that no amendment may be made which would directly or indirectly have the effect of interfering with the rights of any Owner to make a claim under the Surety Bond without the consent of such Owner or which would modify any of the provisions of this Section 5.01 except to increase the 66-2/3% percentage figure referred to above (or any percentage substituted therefor pursuant to a prior amendment) or to provide that certain other provisions of this Custody Agreement cannot be modified without the consent of any Owner affected thereby. No amendment or waiver of any provision of this Custody Agreement or any other Loan Document, and no nor consent to any departure by the Borrower or the Guarantor therefrom, herefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) Custodian and the Borrower or the Guarantor, as the case may beFinancial Security, 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 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 . Notice of any Lender (or reinstate any Commitment terminated pursuant to 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 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 L/C Borrowing, 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 amendment and a copy thereof shall be necessary given by first-class mail or hand delivery 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly Xxxxx'x and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;S&P.
Appears in 2 contracts
Samples: Broker Dealer Agreement (Prospect Street High Income Portfolio Inc), Custody Agreement (Prospect Street High Income Portfolio Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 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 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 L/C BorrowingLoan, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 2 contracts
Samples: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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; provided, however, in the sole and absolute discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Sections 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 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 (excluding mandatory 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 L/C Borrowing, 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 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 or Letter of Credit L/C 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;
(e) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(g) release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything contained herein to the contrary herein,
(i) contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, (c) and (d), no amendment or waiver of any provision of this Agreement, the Security and Pledge Agreement or any other Loan Document, and no consent to any departure by the Borrower or the Guarantor Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 no such amendment, waiver modification 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 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 of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document amendment shall without the written consent of each Lender directly affected thereby;
thereby (dx) increase the Commitment of such Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), or (y) reduce the principal of, amount of any Loan (or any unreimbursed Letter of Credit) or the rate of interest specified herein on, any Loan or L/C Borrowingpayable 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 Loan Parties’ obligations hereunder (subject to clause (iii) of the second proviso to this Section 10.01) any fees 2.30 and Section 2.31); and, provided, further, that no such modification or other amounts payable hereunder or under any other Loan Document amendment shall without the written consent of each Lender directly affected thereby; provided, however, that only the consent (A) all of the Required Lenders shall be necessary to (i) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or the consent or approval of each affected Lender, (ii) amend this Section 9.10 or the definition of “Required Lenders or Super-majority Lenders” , (iii) amend or any other provision hereof specifying modify the number or percentage Superpriority Claim status of the Lenders required to amendcontemplated by Section 2.24, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder(iv) increase the Total Revolving Commitment by an amount in excess of US$100,000,000, without the written consent of each Lender; or
(gv) release all or substantially all of the Guaranty without Collateral from the written consent of each Lender. and, provided further, that Liens created hereunder and under the other Loan Documents or (B) the Super-majority Lenders (i) no release any material portion (but less than all or substantially all) of the Collateral from the Liens created hereunder and under the other Loan Documents (other than with respect to asset sales permitted under Section 6.12), (ii) release any Loan Party from its joint and several obligations under ARTICLE 10, (iii) alter the eligibility standards or amend any of the component definitions used in determining the Borrowing Bases in a manner which would increase the amount of the Borrowing Bases, (iv) increase the Total Revolving Commitment by an amount up to US$100,000,000, (v) increase the advance rates in calculation of the Borrowing Bases, (vi) change Section 7.1(f) or (vii) change Section 2.33. No such amendment or modification may adversely affect the rights and obligations of the Agents or any Fronting Bank hereunder without its prior written consent. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 9.3 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 on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless in writing and signed by an L/C Issuer in addition such Loan Party. The Administrative Agent shall provide written notice to the Lenders required above, affect monitor in the rights or duties of such L/C Issuer under Canadian Cases promptly following any request from the Canadian Loan Parties pursuant to this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or the other Loan Documents for the consent shall, unless in writing and signed by the Administrative Agent in addition to of the Lenders required above, affect the rights to release any material portion of or duties all or substantially all of the Administrative Agent under this Agreement Collateral from the Liens in favor of the Agents on behalf of the Secured Parties or any other Loan Document. for the release of the proceeds of such Collateral from such Liens.
(b) Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have contained in Section 9.10(a), in the event that any right to approve Loan Party requests that this Agreement be modified or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent amended in a manner which by its terms requires would require the unanimous consent of all of the Lenders or each affected Lender may be effected with the consent of the applicable Super-majority Lenders other than Defaulting and such modification or amendment is agreed to by the Consenting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 2 contracts
Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number the Administrative Agent at the direction, or percentage with the consent, of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beRequired Lenders), 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 provided that:
(a) no such amendment, waiver or consent shall:
(a) waive any condition set forth , unless in Section 4.01(a) without writing and signed by the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 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 L/C Borrowing, or (subject to clause (iii) excluding a waiver 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 accruing at the Default Rate) on any Loan owed to such Lender or the rate of fees payable for the account of such Lender hereunder, or postpone any scheduled date for any payment of principal, interest or fees due to any Lender;
(eb) change no amendment, waiver or consent shall, unless in writing and signed by the Lender affected thereby and acknowledged by the Administrative Agent, increase (i) the amount of the Commitments of such Lender, or (ii) such Lender’s Pro Rata Share for its applicable Class of Loans (except as set forth in Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected2.11(e)(iv));
(fc) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders and acknowledged by Administrative Agent, do any of the following at any time:
(i) waive any of the conditions specified in Section 3.2;
(ii) change any provision of the provisions of this Section 9.1 or the definition of the term “Required 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 Lender; or
(giii) release AGCO from any of its obligations under a Loan Document or release all of substantially all of the Guaranty without Guarantors from their obligations under the written consent of each Lender. and, provided further, that Loan Documents;
(id) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Swing Line Bank in addition to the Lenders required aboveabove to take such action, affect the rights or duties obligations of the Swing Line Bank in such L/C Issuer capacity under this Agreement Agreement;
(e) no amendment, waiver or any Issuer Document relating consent shall, unless in writing and signed by such Issuing Bank in addition to any Letter the Lenders required above to take such action, affect the rights or obligations of Credit issued or to be issued by it and an Issuing Bank under this Agreement; and
(iif) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent 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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Agco Corp /De), Credit Agreement (Agco Corp /De)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the applicable Borrower or the Guarantor, 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 LenderLender directly affected thereby;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default shall not be deemed to be an extension or increase in the Commitment of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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 therebyentitled to receive such payment;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingAdvance, or (subject to clause (iii) 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 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) except as expressly provided in this Agreement or any other Loan Document, release all or substantially all of the Collateral without the consent of each Lender; provided, that only the consent of the Required Lenders shall be necessary to amend the definition of “Eligible Collateral” except that the consent of 100% of the Lenders shall be required to increase the applicable percentages set forth on Schedule 1.02;
(f) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fg) change any provision of this Section or the definition of “Required Lenders” or “Applicable Percentage” 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; or
(gh) release the Guaranty Alterra Capital from its obligations under Article X without the written consent of each Lender. ; and, provided furtherprovided, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer Administrator and/or the Fronting Bank in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer Administrator and/or the Fronting Bank under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended nor may the principal amount of any Loan or L/C Advance owed to such Defaulting Lender be decreased or the payment date postponed 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Markel Corp), Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, (c) and (d), no amendment or waiver of any provision of this Agreement, the Security and Pledge Agreement or any other Loan Document, and no consent to any departure by the Borrower or the Guarantor Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 no such amendment, waiver modification 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 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 of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document amendment shall without the written consent of each Lender directly affected thereby;
thereby (dx) increase the Commitment of such Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), or (y) reduce the principal of, amount of any Loan (or any unreimbursed Letter of Credit) or the rate of interest specified herein on, any Loan or L/C Borrowingpayable 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 Loan Parties’ obligations hereunder (subject to clause (iii) of the second proviso to this Section 10.01) any fees 2.30 and Section 2.31); and, provided, further, that no such modification or other amounts payable hereunder or under any other Loan Document amendment shall without the written consent of each Lender directly affected thereby; provided, however, that only the consent (A) all of the Required Lenders shall be necessary to (i) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or the consent or approval of each affected Lender, (ii) amend this Section 9.10 or the definition of “Required Lenders or Super-majority Lenders” , (iii) amend or any other provision hereof specifying modify the number or percentage Superpriority Claim status of the Lenders required to amendcontemplated by Section 2.24, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder(iv) increase the Total Revolving Commitment by an amount in excess of US$100,000,000, without the written consent of each Lender; or
(gv) release all or substantially all of the Guaranty without Collateral from the written consent of each Lender. and, provided further, that Liens created hereunder and under the other Loan Documents or (B) the Super-majority Lenders (i) no release any material portion (but less than all or substantially all) of the Collateral from the Liens created hereunder and under the other Loan Documents (other than with respect to asset sales permitted under Section 6.12), (ii) release any Loan Party from its joint and several obligations under ARTICLE 10, (iii) alter the eligibility standards or amend any of the component definitions used in determining the Borrowing Bases in a manner which would increase the amount of the Borrowing Bases, (iv) increase the Total Revolving Commitment by an amount up to US$100,000,000, (v) increase the advance rates in calculation of the Borrowing Bases, (vi) change Section 7.1(f) or (vii) change Section 2.33. No such amendment or modification may adversely affect the rights and obligations of the Agents or any Fronting Bank hereunder without its prior written consent. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 9.3 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 on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless in writing and signed by an L/C Issuer in addition such Loan Party. The Administrative Agent shall provide written notice to the Lenders required above, affect monitor in the rights or duties of such L/C Issuer under Canadian Cases promptly following any request from the Canadian Loan Parties pursuant to this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or the other Loan Documents for the consent shall, unless in writing and signed by the Administrative Agent in addition to of the Lenders required above, affect the rights to release any material portion of or duties all or substantially all of the Administrative Agent under this Agreement Collateral from the Liens in favor of the Agents on behalf of the Secured Parties or any other Loan Document. for the release of the proceeds of such Collateral from such Liens.
(b) Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have contained in Section 9.10(a), in the event that any right to approve Loan Party requests that this Agreement be modified or disapprove any amendment, waiver amended in a manner which would require the unanimous consent of all of the Lenders or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all the Super-majority Lenders and such modification or each affected Lender may be effected amendment is agreed to by the Consenting Lenders (as hereinafter defined), then with the consent of the applicable Loan Parties and the Consenting Lenders, the Loan Parties and the Consenting Lenders other than Defaulting shall be permitted to amend the Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by such Loan Party (such Lender or Lenders), except that 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 (each of which shall be an Eligible Assignee), or an increase in the Revolving Commitment of any Defaulting Lender may not one or more of the Consenting Lenders, so that the Total Revolving Commitment after giving effect to such amendment shall be increased or extended without in the consent of same amount as the Total Revolving Commitment immediately before giving effect to such Lender and amendment, (y) if any waiver, amendment or modification requiring Loans are outstanding at 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 time of such Defaulting Lender;amendment, the making of such additional Loans by such new financial institutions or Consenting Lender or Lenders, as the case may be, as may be necessary to repay in full 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 “Consenting Lenders” shall mean, at any time, Lenders having aggregate Total Canadian Outstandings, Total U.S. Outstandings and unused Commitments representing more than 66-2/3% of the aggregate Total Canadian Outstandings, Total U.S. Outstandings and unused Commitments at such time.
Appears in 2 contracts
Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 herefrom or the Guarantor therefrom, shall in any event be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as same shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorwriting, as the case may be, and acknowledged by the Administrative AgentAgent and signed or consented to by the Majority 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:
(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 Lenders (other than by assignment) or subject any Lender (or reinstate to any Commitment terminated pursuant to Section 8.02) additional monetary obligation without the written consent of such Lender;
(cb) postpone reduce the principal of, or interest (other than any date fixed by this Agreement default interest payable pursuant to Section 2.10) on, any Committed Loan or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) extend the Maturity Date or any date fixed for any payment of interest on, the Committed Loans or any fees payable hereunder without the written consent of each Lender affected thereby;
(d) reduce change the principal of, percentage of the Commitments or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) percentage 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 aggregate unpaid principal amount of the Required Lenders Loans which shall be necessary to amend required for 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change any provision of this Section or the definition of “Required Lenders” Lenders or any other provision hereof specifying the number or percentage of Lenders required them to amend, waive or otherwise modify take any rights action hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(ge) release the Guaranty amend this Section 10.02 without the written consent of each Lender. andNotwithstanding the foregoing, provided further, that if (i) no amendment, waiver any covenant or consent shall, unless event of default or other term in writing and signed by an L/C Issuer in addition the New 364-Day Credit Agreement shall be more restrictive with respect to the Lenders required aboveBorrower and its Subsidiaries (or more favorable to the lenders thereunder) than any covenant, affect the rights Event of Default or duties of such L/C Issuer under this Agreement other term set forth in Article VI, VII or any Issuer Document relating to any Letter of Credit issued VIII hereof, or to be issued by it and (ii) the rate at which facility fees accrue under the New 364-Day Credit Agreement shall be higher than the rate at which facility fees accrue under Section 3.01(a) hereof, then in each case this Agreement shall be deemed automatically amended, and no amendment, waiver consent or consent shall, unless acknowledgment in writing and signed or otherwise of the Borrower or any Lender shall be required, to incorporate such more restrictive covenant, event of default or other term, or such higher facility fee rate, into this Agreement; provided, however, that upon request by the Administrative Agent Agent, the Borrower shall promptly acknowledge in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or writing any other Loan Document. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any such amendment, waiver or consent hereunder (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 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Receivables Bridge Credit Agreement (Ibp Inc), Credit Agreement (Ibp Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by the Borrower Parent or the Guarantor any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may be, and acknowledged by the Administrative Agent, with the consent of the Majority Lenders and each the Borrowers and then 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 amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;[reserved]
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.027.02) 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 or amount of interest specified herein on, any Loan Revolving Advance, Bridge Loan, or L/C BorrowingReimbursement Obligation, or (subject to clause (iiiiv) 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; provided, however, that (i) only the consent of the Required Majority Lenders shall be necessary to waive any obligation of either Borrower to pay interest at the default rate set forth in Section 2.06(e) on, or amend Section 2.06(e) with respect to, the definition Revolving Obligations and (ii) only the consent of “Default Rate” or each Bridge Lender shall be necessary to waive any obligation of the either Borrower to pay interest or Letter of Credit Fees at the Default Ratedefault rate set forth in Section 2.06(e) on, or amend Section 2.06(e) with respect to, the Bridge Obligations;
(e) change Section 8.03 2.02, 2.12(a), or 2.12(b) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedRevolving Lender;
(f) change Section 2.12(c) in a manner that would alter the sharing of payments required thereby without the written consent of each Bridge Lender;
(g) change (i) Section 2.03(d), 2.05(b), (c), or (d), 2.06(b), 2.06(f), 3.01(a), 6.06(f), 6.08(g), 6.14(b), 9.08, or 10.05; (ii) Section 7.02(a), 7.03(a), or 7.06 to adversely affect the priority of payments to the Bridge Lenders; or (iii) the definition of “Bridge Obligations Payment Conditions” without the consent of each Bridge Lender;
(h) change (i) any provision of this Section Section, or the definition of “Required Majority Lenders” without the written consent of each Revolving Lender, (ii) Section 10.01(g) without the consent of each Bridge Lender, or (iii) 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; orLender directly affected thereby;
(gi) release any Guarantor from the Guaranty or all or any substantial portion of the Collateral without the written consent of each Revolving Lender. ; provided, however, that any Guarantor or Collateral may be released if they are sold or transferred as permitted hereunder; or
(j) amend, modify, terminate or waive any provision contained in Section 2, 3, or 5 of the Intercreditor Agreement without the consent of all of the Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Issuing Bank in addition to the Lenders required above, affect the rights or duties of such L/C Issuer the Issuing Bank under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and 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. Notwithstanding anything to ; (iii) Section 10.06(g) may not be amended, waived or otherwise modified without the contrary herein,
(i) no Defaulting consent of each Granting Lender shall have all or any right to approve or disapprove any part of whose Revolving Advances are being funded by a SPC at the time of such amendment, waiver or consent hereunder other modification; and (and any amendment, waiver or consent which by its terms requires iv) the consent of all Lenders or each affected Lender Fee Letters may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable 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 8.02) without the written consent of such LenderLender (which, for clarity, shall not require the consent of the Required Lenders);
(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 L/C Borrowing, or (subject to clause (iiiii) 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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 value of the Guaranty without the written consent of each Lender. , except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;. Notwithstanding anything contained herein to the contrary, the Administrative Agent may amend Schedule 2.01 to reflect assignments entered into pursuant to Section 11.06. Furthermore, notwithstanding anything contained herein in the contrary, the Administrative Agent and the Loan Parties may amend or modify this Agreement and any other Loan Document by written agreement signed by the Administrative Agent and the Company to cure any ambiguity, omission, defect or inconsistency herein or therein. Anything herein contained to the contrary notwithstanding, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Company 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 Commitment 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.
Appears in 2 contracts
Samples: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment or such other number or percentage waiver contemplated in clause (i) below, which shall only require the consent of the Lenders as shall be expressly provided for herein Required Revolving Lenders) (or in by the other Loan DocumentsAdministrative Agent with the consent of the Required Lenders) and the Borrower or the Guarantorapplicable 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 that notwithstanding the foregoing, however, any amendment or waiver solely affecting the Revolving Credit Lenders (and that does not directly or indirectly affect the rights and obligations of the Term Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Revolving Lenders and any amendment or waiver solely affecting the Term Lenders (and that does not directly and adversely affect the rights and obligations of the Revolving Credit Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Term Lenders; provided further 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 Commitment, the Foreign Currency Sublimit or the Maximum Foreign Currency Sublimit of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01 or Section 4.02, or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the 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 scheduled for any payment of principal, interestpremium, fees interest or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document fees, without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;
(dc) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second third proviso to this Section 10.01) any fees or other amounts premium payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any rate of interest or fees; 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;
(ed) change any provision of this Section 8.03 in a manner that would alter 10.01 or the pro rata sharing definition of payments required thereby “Required Lenders” without the written consent of each Lender directly and adversely affected;
(f) change any provision of this Section affected thereby or the definition of “Required Revolving Lenders” without the consent of each Revolving Credit Lender directly and adversely affected thereby or the definition of “Required Term Lenders” without the consent of each Term Lender directly and adversely affected thereby;
(e) release all or substantially all of the Collateral in any other provision hereof specifying transaction or series of related transactions (it being understood that a transaction permitted under Section 7.05 shall not constitute the number release of all or percentage substantially all of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderthe Collateral), without the written consent of each Lender; or;
(gf) other than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Guaranty Guarantors from their obligations under the Guarantees, without the written consent of each Lender. and;
(g) 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 each Lender increasingly restricted thereby;
(h) change any provision of Section 2.06(c) without the written consent of each Revolving Credit Lender directly and adversely affected thereby; or
(i) (1) amend, waive or otherwise modify Section 7.10 hereof or the defined terms used for Section 7.10, (2) waive any Financial Covenant Event of Default resulting from a breach of Section 7.10, or (3) amend, waive or otherwise modify Section 2.01(b), 2.03(a)(i) or 2.04(a) without the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (i) shall not require the consent of any Lenders other than the Required Revolving Lenders; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document L/C Request or Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.02 without the written consent of the Required Revolving Lenders under the Revolving Facility (it being understood that amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver). Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (y) the principal and accrued and unpaid interest of such Defaulting Lender’s Loans shall not be reduced or forgiven without the consent of such Defaulting Lender and (yz) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;Lender Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 Term Loans and the Revolving Credit 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. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing. Notwithstanding anything to the contrary contained in this Section 10.01, in the event that 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, then with the consent of the Borrower and the Required Lenders, the Borrower and the Required Lenders shall be permitted to amend the Agreement without the consent of the Non-Consenting Lenders to provide for (a) the termination of the Commitment of each Non-Consenting Lender that are (x) Revolving Credit Lenders, (y) Term Lenders or (z) both, at the election of the Borrower and the Required Lenders, (b) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the Commitment of one or more of the Lenders (with the written consent thereof), 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, (c) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full, at par, the outstanding Loans of the Non-Consenting Lenders (including, without limitation, any amounts payable pursuant to Section 3.05) immediately before giving effect to such amendment and (d) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (a), (b) and (c). In addition, notwithstanding anything to the contrary contained in this Section 10.01 or any Loan Document, if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.
Appears in 2 contracts
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 that:
(a) 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(a) without the written consent of each Lender4.01;
(bii) extend release all or increase substantially all of the Commitment value of the Guaranty, except a Guarantor that has ceased to be a Subsidiary of the Borrower in a transaction permitted under this Agreement or release all or substantially all of the Collateral in any Lender (transaction or reinstate any Commitment terminated pursuant series of related transactions, except such releases relating to sales of property permitted under Section 8.02) without the written consent of such Lender7.06;
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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) reduce, forgive or waive the principal of, or interest on, the Term Loan without the written consent of each Lender; or
(g) release the Guaranty Term Lenders affected thereby, or any Revolver Loan without the written consent of the Revolver Lenders affected thereby, or any fees or other amounts payable hereunder to Lenders without the written consent of the Lenders affected thereby;
(v) postpone, waive or otherwise defer any date scheduled for any payment of principal of or interest on the Loans or any fees or other amounts payable to Lenders;
(vi) change the order of application of any prepayment set forth in Section 2.05; or
(vii) change the order of application of any payment set forth in Section 8.03 in any manner that materially affects such Lender.
(b) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolver Lenders and each Lender. Lender affected by such amendment, waiver or consent:
(i) reduce, forgive or waive the principal of, or interest on, any Revolver Loan, or any fees or other amounts payable hereunder to the Revolver Lenders; or
(ii) increase the Aggregate Revolver Commitment of such Revolver Lender (or reinstate any commitment terminated pursuant to Section 8.02).
(c) no amendment, waiver or consent shall, unless in writing and signed by all of the Term Lenders, reduce, forgive or waive the principal of, or interest on, the Term Loan, or any fees or other amounts payable hereunder to the Term Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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 or Section 4.02 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 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 (excluding mandatory 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) [Intentionally Omitted];
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiv) 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 any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(ef) change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(gh) release the Company from the Company 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 an 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 and (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) each 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Thermo Fisher Scientific Inc.), Term Loan Agreement (Thermo Fisher Scientific Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 (excluding mandatory 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause subsection (iiiiv) 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 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(gf) release all or substantially all of the Guaranty 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 shall be made in accordance with the terms of Section 9.10, including evidence of such release made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) either of the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitment or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders, except increasing such Defaulting Lender;'s Commitment or extending date fixed hereunder for payment). Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, if the Administrative Agent and the Borrower identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower are permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; provided that, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swing Line Lender or the L/C Issuer hereunder without the prior written consent of the Administrative Agent, the Swing Line Lender or the L/C Issuer, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable 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) 3.01 without the written consent of each Initial Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.022.06 or Section 6.01) without the written consent of such Lender (it being understood that a waiver of any condition precedent in Article III or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Commitment of a Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (but not any prepayment) of principal, interestinterest (other than any default interest payable pursuant to Section 2.08), 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingAdvance, 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 (it being understood that any waiver of default interest payable pursuant to Section 2.08, any waiver of a Default or Event of Default and/or any modification or amendment of defined terms used in the definition of Applicable Margin, shall not constitute a decrease in the rate of interest or fees for this purpose) or alter the pro rata sharing of payments required hereunder, whether by modification of Section 2.12 or 2.14 or otherwise, without the written consent of each Lender directly adversely 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change any provision of this Section or the definition of “Required Lenders,” “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 grant any determination consent hereunder, in each case in a manner that would have the direct effect of reducing the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or grant any consent hereunder, without the written consent of each Lender; or;
(gf) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Guaranty Obligations owing to the Agents and the Lender Parties under the Guaranties) if such release or limitation is in respect of all or substantially all of the value of the Guaranties to the Lender Parties, or release all or substantially all of the Collateral, in each case without the written consent of each Lender. ;
(g) amend, modify or waive the provisions of Section 5.04 without the consent of the Supermajority Lenders; and
(h) change the definition of any of “Availability”, “Bank Product Reserves”, “Borrowing Base”, “Eligible Inventory”, “Eligible Receivables”, or “Reserves”, in each case in a manner adverse to the Lenders, without the written consent of the Supermajority Lenders; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Issuing Banks, in addition to the Lenders required above, by its terms adversely affect the rights or duties of such L/C Issuer the Issuing Banks under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and 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, adversely affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, by its terms affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender (it being understood that a waiver of any condition precedent in Article III or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Commitment of a Lender); and (yiv) Schedule 1.01A may be supplemented by the Company to add the applicable numbers with respect to the month of September of 2010 solely with the written approval (not to be unreasonably withheld) of the Administrative Agent. For the avoidance of doubt, Schedule I may be modified from time to time and technical and conforming modifications to the Loan Documents may be made to the extent necessary to effectuate any waiverCommitment Increase or Incremental Amendment pursuant to Section 2.19, amendment in each case with the prior written consent of Administrative Agent, the Loan Parties and each Lender or modification requiring Eligible Assignee participating in such Commitment Increase pursuant to documentation reasonably satisfactory to Administrative Agent without the consent of all Lenders any other Lender 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;Issuing Bank.
Appears in 2 contracts
Samples: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Amendments, Etc. Subject to Section 3.03(b)3.03, (c) Section 2.18 and (d)the last paragraph of this Section 10.01, or otherwise expressly provided herein, 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 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 L/C Borrowing, or (subject to clause (iiiiv) 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 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;
(e) change modify Section 2.14, Section 8.03 or any other provision hereof in a manner that would alter have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required thereby hereunder without the written consent of each Lender directly and adversely affectedLender;
(f) amend Section 1.06 or the definition of “Alternative Currency” or “Eligible Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Applicable Percentage,” “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 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to (and disproportionately) than 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 L/C Issuer, 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 1.06 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 1.06. Notwithstanding anything to the contrary herein, 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, 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 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 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; provided that the Administrative Agent shall provide each such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.
Appears in 2 contracts
Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 or the Guarantor any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of Company and the Lenders as shall be expressly provided for herein or in the relevant other Loan Documents) Party, if applicable, and the Borrower or the Guarantor, as the case may beRequired Lenders, 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, 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 the Company and each Lender;
Lender directly affected thereby shall be required in order to amend or waive any provision of the Agreement or the Notes which would have the effect of (i) a reduction in principal, interest or fees payable to such Lender under this Agreement or the Notes, (ii) the postponement of any date fixed for the payment of any principal, interest or fees under this Agreement or the Notes, (iii) an increase in the Commitments or (iv) amending or waiving compliance with Section 2.08 or Section 2.14; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(c) postpone the Company and all the Lenders shall be required in order to amend or waive any date fixed by this provision of the Agreement or any other Loan Document for any payment the Notes which would have the effect of principal(i) amending or waiving compliance with the proviso to Section 2.01(a), interestSection 8.05 or this Section 8.01, fees (ii) amending the definition of Required Lenders 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 L/C Borrowing, or (subject to clause (iii) any release or modification of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or Company’s guarantee under any other Loan Document without the written consent of each Lender directly affected therebyArticle IX; 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (iic) 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 Agreement, and (d) the Commitment of any other Loan Document. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any not be extended without the prior written consent of such Lender; provided further no amendment, waiver or consent hereunder (shall, unless in writing and any amendmentsigned by the applicable Swing Line Lender in addition to the Lenders required above to take such action, waiver affect the rights or consent which by its terms requires duties of such Swing Line Lender under this Agreement; and provided further that the consent of all Lenders or each affected Lender Agreement may be effected amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent the Company, the Administrative Agent, the Sub-Agent, and the Swing Line Lenders if the obligations of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may are 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 adversely 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;thereby.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.), 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor 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 Required Lenders (or such other number or percentage Borrower and the Agent upon direction of the Lenders as shall be expressly provided for herein or in the other Loan DocumentsRequired Banks (subject to Section 2.11 with respect to any Defaulting Bank) and the Borrower or the Guarantor, as the case may be, 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; providedprovided that Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not materially and adversely affect the rights of any Bank; provided further, however, that no such amendment, waiver or consent shall:, unless agreed to by the Agent and each of the Banks directly affected thereby (subject to Section 2.11 with respect to any Defaulting Bank):
(a) waive increase the amounts of or extend the terms of the Commitments of such Bank (it being understood that a waiver or modification of any condition set forth in Section 4.01(a) without precedent, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the written consent Commitments shall not constitute an extension or increase of each Lenderany Commitment of any Bank);
(b) extend decrease or increase forgive the Commitment principal of, or decrease the rate of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without interest on, the written consent Notes of such LenderBank, or decrease any fees or other amounts payable hereunder to such Bank;
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowingthe Notes of such Bank, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to such Bank;
(d) release all or under any other Loan Document without substantially all of the written consent collateral held subject to Section 10.3, except as contemplated by such Section; or
(e) reduce the percentage in the definition of each Lender directly affected thereby; Required Banks or amend this Section 12.2. provided, howeverfurther that amendments, that only waivers or consents adversely affecting the rights of the Agent shall also require the consent of the Required Lenders shall be necessary to amend Agent. Notwithstanding 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change any provision foregoing provisions of this Section or 12.2, with the definition agreement and consents of “Required Lenders” or the Persons referred to therein, and without the necessity of obtaining the approval of 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 Banks hereunder, without the written consent of each Lender; or
(g) release the Guaranty without the written consent of each Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless amendments may be entered into as provided in writing and signed by an 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 Section 2.9 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Extension Amendments may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative entered into pursuant to other affected Lenders shall require the consent of such Defaulting Lender;Section 2.14.
Appears in 2 contracts
Samples: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than any fee letters executed prior to the Closing Date), and no consent to any departure by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed executed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) Borrower and the Borrower or the Guarantor, as the case may beRequired Lenders, and acknowledged by the Administrative Agent, or by the Borrower and the Administrative Agent with the consent of the Required 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;
(bi) extend or increase the any Term Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default shall not constitute an extension or increase of any Term Commitment of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(dii) reduce the principal of, or the rate of interest specified herein on, any Term Loan or L/C Borrowing, 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 Document, without the written consent of each Lender directly and adversely 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 the obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(eiii) postpone any date scheduled for any payment of principal of, or interest on, any Term Loan, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; provided, that this clause (iii) shall not apply to any changes to Section 2.09 (other than any postponement of any date of payment thereunder);
(iv) change Section 8.03 2.15(b) or Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fv) change any provision of this Section or the percentage 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; or
(g) release the Guaranty without the written consent of each Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing Lender directly and signed by an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each adversely affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lenderthereby;
Appears in 2 contracts
Samples: Credit Agreement (SFX Entertainment, INC), Credit Agreement (SFX Entertainment, INC)
Amendments, Etc. Subject to Section 3.03(b(a) Except as otherwise expressly provided in this Agreement (including in the second proviso of this clause (a), (c) and (d), 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 the Guarantor any other Restricted Person therefrom, shall be effective unless in writing signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable Restricted Person, 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;
(bi) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees fees, premium, if any, or other amounts due to the Lenders (or any of them) hereunder (including final maturity (other than in connection with an Extension pursuant to Section 2.11) and scheduled amortization of any Loans) or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that the Majority Lenders may waive, defer or delay the requirement to give a Reinvestment Notice in respect of an MLP Related Disposition or to make a mandatory prepayment required as the result of an MLP Related Disposition;
(diii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iii) of the second proviso to this Section 10.0110.01(a)(iii)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary (x) to amend the definition of “Default Rate” or ”, (y) to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (z) to waive, defer or delay the requirement to make a mandatory prepayment required as the result of an MLP Related Disposition;
(eiv) change Section 2.09 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected Lender;
(fv) change any provision of this Section 10.01 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; or;
(gvi) change any provision of Section 10.06 in a manner that would impose any additional restriction on a Lender’s ability to assign any of its rights or obligations under the Agreement;
(vii) other than in connection with a transaction permitted under this Agreement, release all or substantially all of the aggregate value of the Guaranty or release all or substantially all of the Collateral from the Collateral Documents without the written consent of each Lender. ; and, provided further, that notwithstanding the foregoing, (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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) Lenders accepting Extension Offers may enter into (or direct the Administrative Agent to enter into) Extension Amendments as contemplated by Section 2.11, (iii) Lenders accepting Incremental Commitments may enter into (or direct the Administrative Agent to enter into) Incremental Amendments as contemplated by Section 2.12, (iv) any amendment or waiver of any provision of Article V, Article VI, Article VII, Article VIII or any definitions related to any of the foregoing shall only require the written consent of the Combined Majority Lenders so long as the same amendments or waivers are made to or sought under the other Credit Facilities and (v) any amendment or waiver of any provision of Section 2.05(a)(ii), Section 2.05(b) (including any associated reinvestment rights), the definition of Term Loan Refinancing Indebtedness and any definitions related to the foregoing shall only require the written consent of the Combined Term Majority Lenders so long as the same amendments or waivers are made to or sought under the other Term Loan Facilities. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have , the Borrower and the Administrative Agent may amend or modify this Agreement or any right Loan Document to approve cure any ambiguity or disapprove defect or correct or supplement any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender provision herein that may be effected inconsistent with the consent of the applicable Lenders any other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;provision.
Appears in 2 contracts
Samples: Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage by the Administrative Agent at the written request of the Lenders as shall be expressly provided for herein or in the other Loan DocumentsRequired Lenders) and the Borrower or the Guarantor, as the case may beBorrower, 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 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 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 L/C Borrowing, or (subject to clause (iiiiv) 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 8.03 8.04 in a manner that would alter the pro rata sharing of payments required thereby or change Section 2.06 in a manner that would alter the pro rata treatment of reductions of the Aggregate Commitments, in each case without the written consent of each Lender directly and adversely affected;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 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 an the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the applicable L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and or extend the Letter of Credit Expiration Date applicable to the Letters of Credit issued by such 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; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) any 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)
Amendments, Etc. Subject to Section 3.03(b)the Intercreditor Agreement, (c) and (d)unless otherwise expressly provided, 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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 LenderLender subject to the last paragraph of such Section;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 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 therebythereby (except with respect to any modifications of the provisions relating to amounts, timing or application of optional prepayments of Loans and other Obligations, which modification shall require only the approval of the Required Lenders);
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iiiii) 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 (i) 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) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or;
(g) release any Guarantor from its respective Guaranty or release all or substantially all of the value of any Guaranty without the written consent of each Lender. , except to the extent the release of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender, except to the extent the release of any Collateral is permitted pursuant to Section 9.10 (in which case such release may be made by the Collateral Agent acting alone); and, provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;. Further, notwithstanding anything to the contrary, any Loan Document (including any Schedule or Exhibit thereto) may be updated, waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Company and the Collateral Agent or the Administrative Agent, as applicable (without the consent of any Lender or Secured Creditor), to correct an immaterial defect or error or outdated information or to grant a new Lien for the benefit of the Secured Creditors or extend an existing Lien over additional property. Notwithstanding any provision herein to the contrary the Administrative Agent, the Company and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least two Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within two Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, modification or supplement.
Appears in 2 contracts
Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Intercreditor Agreement), and no consent to any departure by the any Borrower or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Parent Borrower or the Guarantorapplicable 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 that, 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 8.02) without the written consent of such Lender (it being understood that none of (i) a waiver of any condition precedent set forth in Section 4.02, (ii) the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments, or (iii) the making of any Protective Advance shall constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders interest under Section 2.07 or 2.08 or fee under Section 2.03 or 2.09
(or any of thema) 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 or premium specified herein on, any Loan or L/C Borrowing, 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, it being understood that any change to the definition of Total Leverage Ratio or Secured Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest; providedprovided that, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(fd) change any provision of this Section or 10.01, the definition of “Required Lenders” or “Pro Rata Share”, 2.06(c) relating to pro rata sharing, 2.13 or 8.03 without the written consent of each Lender affected thereby;
(e) release all or substantially all of the Collateral in any other provision hereof specifying the number transaction or percentage series of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderrelated transactions, without the written consent of each Lender; or;
(gf) other than in a transaction permitted under Section 7.04, release all or substantially all of the Guaranty aggregate value of the Obligations of the Subsidiary Borrowers and the Guaranty, without the written consent of each Lender. and;
(g) change the currency in which any Loan is denominated or interest or fees thereon is paid without the written consent of the Lender holding such Loans;
(h) amend the definition of “Interest Period” to allow intervals in excess of six months or shorter than one month without the agreement of each affected Lender without the written consent of each Lender affected thereby; or
(i) increase the advance rate provided for in the definition of the term “Borrowing Base” above 90% without the written consent of each Lender or (b) make any other increase in the advance rate provided for in the definition of the term “Borrowing Base” or make any change to the definition (or any other defined term set forth therein) of the term “Borrowing Base” if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, without the written consent of the Supermajority Lenders, provided furtherthat the foregoing clauses (a) and (b) shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of the Supermajority Lenders; or; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by an each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such a L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitments or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders). No amendment or waiver of any provision of the Intercreditor Agreement shall be effective unless consented to in writing by the Required Lenders, and each such Defaulting Lender;waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Parent 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 and the Revolving Credit 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. The Parent Borrower will not directly or indirectly, pay or cause to be paid any consideration, to or for the benefit of any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or any other Loan Document unless such consideration is offered to be paid to all Lenders and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the documents relating to such consent, waiver or agreement.
Appears in 2 contracts
Samples: Credit Agreement (CC Media Holdings Inc), Credit Agreement (C C Media Holdings Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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) 4.1 without the written consent of each Lender; provided, however, in the sole discretion of Administrative Agent, only a waiver by Administrative Agent shall be required with respect to immaterial matters or items specified in Section 4.1(a), Section 4.1(a)(iii) or Section 4.1(a)(iv) with respect to which Borrower has given assurances satisfactory to Administrative 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 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 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 L/C Borrowing, or (subject to clause (iiiii) 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, 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;
(e) change Section 8.03 2.14 or Section 8.3 or in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(f) release any Guarantor from the Guaranty or release the Liens on any material portion of the Collateral except in accordance with the terms of any Loan Document without the written consent of each Lender;
(g) change any provision the method of calculation utilized in connection with the computation of fees or interest; or
(h) modify 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 the Guaranty without the written consent of each Lender”. andAnd, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 other Loan Document, (A) as Administrative Agent, (B) as provider of Swing Line Loans, or (C) as Letter of Credit issuer or under any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and (including, without limitation, any reduction in any fee, charge, expense, cost or other amount payable to Administrative Agent for its own account under this Agreement in any such capacity); (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by 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 DocumentDocuments; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto; (v) 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 (vi) the Required Lenders shall determine whether or not to allow 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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Micros Systems Inc), Credit Agreement (Micros Systems Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 (excluding mandatory 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 L/C Borrowing, or (subject to clause (iiiiv) 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 to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend the Leverage Ratio (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;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(f) change any provision of this Section or Section, 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 the any Guarantor from its Guaranty without the written consent of each Lender. , unless otherwise permitted pursuant to clause (i) or (ii) of Section 9.09(c); or
(h) release all or substantially all of the Collateral without the written consent of each Lender, unless otherwise permitted by Section 9.09(a); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it it; and (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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (ca) and (d), no 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 or the Guarantor any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage Agent, with the Consent of the Lenders as shall be expressly provided for herein or in the other Loan Documents) Required Lenders, and the Lead Borrower or the Guarantorapplicable 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:
(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 8.02) without the written consent Consent of such Lender;
(cii) 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 each Lender directly and adversely affected thereby, or (ii) any scheduled or mandatory reduction or termination of the Aggregate Commitments hereunder or under any other Loan Document Document, without the written consent Consent of each Lender directly and adversely affected thereby;
(diii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiiv) 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 any Lender, without the written consent Consent of each Lender directly and adversely affected thereby; provided, however, that only the consent 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;
(eiv) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent Consent of each Lender directly and adversely affectedLender;
(fv) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof or of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunderhereunder or thereunder, without the written consent Consent of each Lender;
(vi) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(vii) except for Permitted Dispositions or as provided in Section 9.10, release all or substantially all of the Collateral from the Liens of the Security Documents without the written Consent of each Lender;
(viii) change the definition of the term “Borrowing Base” (or any component definition thereof, including, without limitation, advance rates, eligible asset classes and eligibility criteria), “Reserves,” “Availability Reserves,” or “Inventory Reserves” if, in any case, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased without the written Consent of each Lender, provided that the foregoing shall not limit the Permitted Discretion of the Agent to change, establish or eliminate any Reserves or eligibility criteria as provided herein;
(ix) modify the definition of the term “Permitted Overadvance” so as to increase the amount thereof or, except as otherwise provided in such definition, the time period for which a Permitted Overadvance may remain outstanding without the written Consent of each Lender; orand
(gx) release except as expressly permitted herein or in any other Loan Document, subordinate the Guaranty Obligations hereunder or under the other Loan Documents to any other Indebtedness without the written consent Consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent Consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent Consent shall, unless in writing and signed by the Administrative Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Administrative any Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the any Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) no provider or holder of any Bank Products or Cash Management Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Loan Party, and (y) any Loan Document may be amended and waived with the consent of the Agent at the request of the Lead Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause any Loan Document to be consistent with this Agreement and the other Loan Documents.
(c) If any Lender (other than the Agent) does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each Lender or each affected Lender and that has been approved by the Required Lenders, the Lead Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; 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 Lead Borrower to be made pursuant to this paragraph).
Appears in 2 contracts
Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage the Administrative Agent with the written consent of the Lenders as shall be expressly provided for herein or Required Lenders) and, in the other Loan Documents) and case of an amendment, the Borrower or the Guarantor, 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, unless in writing and signed by each of the Lenders directly affected thereby (or the Administrative Agent with the written consent of such Lenders) and, in the case of an amendment, by the Borrower do any of the following:
(a) waive any condition set forth in except as expressly contemplated by Section 4.01(a) without the written consent of each Lender;
(b) 2.03, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 L/C BorrowingLoan, 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, 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;
(d) change the percentage of the Aggregate Commitments or of 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 Section 8.03 in a manner that would alter the pro rata sharing Pro Rata Share or Voting Percentage of payments required thereby without the written consent of each Lender directly and adversely affectedany Lender;
(f) change any provision release the Guaranty except in accordance with the terms and conditions 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; or4.04;
(g) release amend this Section, Section 2.12, Section 4.02, Section 4.04, Section 10.05, or any provision herein providing for consent or other action by all the Guaranty without the written consent of each Lender. Lenders; and, provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to ; and (ii) the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Fee Letter may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Facility Document, and no consent to any departure by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (provided that any Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the Required Lenders (including the granting of any consents or such other number or percentage waivers) with respect to any of the Lenders as shall be expressly provided for herein or in the other Loan Facility Documents) and the Borrower or and the Guarantor, as the case may be, applicable Loan Parties 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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an L/C Issuer each Lender that would be directly and adversely affected thereby, the Administrative Agent and/or the Collateral Agent, as the case may be, do any of the following: (a) waive any of the conditions specified in Article III, (b) reduce the principal of, or interest on, any Loan, any reimbursement obligation in respect of any Letter of Credit or any other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any Loan or any other amounts payable hereunder (other than the dates for any mandatory prepayments under Section 2.14), (d) increase any Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment or extend the stated expiration date of any Letter of Credit beyond the Commitment Termination Date, (e) release all or substantially all of the value of the Guarantee hereunder or release all or substantially all of the Collateral, (f) change the percentage of the aggregate unpaid principal amount of the Loans or the number of Lenders that shall be required for Lenders or any of them to take any action hereunder or (g) amend the definition of “Required Lenders,” “Pro Rata Share” or this Section 9.01; provided, further that no amendment, waiver or consent shall (i) unless in writing and signed by the relevant Agent in addition to the Lenders required aboveabove to take such action, affect the rights or duties of such L/C Issuer Agent under this Agreement or any Issuer other Facility Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition Issuing Bank, amend, modify, terminate or waive any obligation of Lenders relating to the Lenders required abovepurchase of participations in Letters of Credit as provided in Section 2.05(e). In addition, affect notwithstanding anything else to the rights or duties of contrary contained in this Section 9.01, (a) if the Administrative Agent under and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Facility Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Security Document to better implement the intentions of this Agreement and the other Facility Documents, and in each case, such amendments shall become effective without any further action or consent of any other Loan Document. Notwithstanding anything party to any Facility Document if the contrary herein,
same is not objected to in writing by the Required Lenders within five (i5) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent Business Days following receipt 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 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;notice thereof.
Appears in 2 contracts
Samples: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 8.02) 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 4.02 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 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 therebyentitled to receive such payment;
(diii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iiii) of the second proviso to last paragraph 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 amount; provided, however, that only the consent of the Required Lenders shall be necessary to (A) 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 (B) 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;
(eiv) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fv) change any provision of this Section 10.01(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, “Super Majority Lenders” without the written consent of each LenderLender directly affected thereby; or
(gvi) (A) other than a release of the existing Parent Guarantor, if applicable, in connection with a transaction permitted by the last sentence of Section 7.04, release the Borrower or Parent Guarantor without the consent of each Lender, or (B) except in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the value of the Guaranty without the written consent of each Lender. andLender whose Obligations are guarantied thereby, provided furtherexcept to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone).
(b) [Intentionally Omitted].
(c) unless also signed by the Administrative Agent, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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.
(d) unless also signed by Super Majority Lenders, amend or waive Section 8.01(k) or the definition of Change of Control. Notwithstanding anything to the contrary herein,
, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Super Majority Lenders, the Required 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 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 disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Term Loan Agreement (Retail Opportunity Investments Corp)
Amendments, Etc. Subject Notwithstanding anything to Section 3.03(b), (c) and (d)the contrary contained herein, no amendment or waiver of any provision of this Agreement Agreement, any Notes, or any other Loan Document, and no nor consent to any departure by the Borrower or the Guarantor any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) so long as any Tranche B Obligations (other than any indemnification obligations not yet due) are outstanding, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the GuarantorRequisite Lenders, as the case may be, and acknowledged by the Administrative AgentRequisite Tranche B Lenders, and each Credit Party, and (ii) at any time when no Tranche B Obligations (other than any indemnification obligations not yet due) are outstanding, the Requisite Lenders and each Credit Party, and then, in each case, 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, unless in writing and signed by each Lender affected thereby, 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 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 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, or any fees or other amounts payable hereunder or under any other Loan or L/C BorrowingDocument,
(b) postpone any date fixed for any payment of principal of, or (subject to clause (iii) of the second proviso to this Section 10.01) interest on, or any fees or other amounts payable hereunder or under any other Loan Document without or extend the written consent Maturity Date or the Availability Period,
(c) change the percentage of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders which shall be necessary required for Lenders or any of them to take any action hereunder or under any other Loan Document,
(d) amend Section 2.8(h)(ii), Section 2.9, Section 2.10, Section 2.11(b) or (c), Section 2.12, Section 2.13, Section 2.14, Article III, Section 7.6, Section 8.8 or this Section 10.1 or the definition of “Pro Rata Share”,
(e) amend the definition of “Default RateRequisite Lenders”, “Defaulting Lender,” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;“Requisite Tranche B Lenders,”
(f) change release any provision Guarantor from its obligations under any Guarantee other than as a result of a transaction permitted hereby,
(g) release Liens on the JV Interests in favor of the Administrative Agent except for (i) the sale thereof sold as permitted by this Agreement or (ii) releases of the Lien on the JV Interests in favor of the Administrative Agent as permitted under Section 8.10(c), or
(h) amend the definition of “Secured Parties” or the definition of “Required LendersObligations” 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 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 an 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 such corresponding terms in any Letter of Credit issued or to be issued by it other Loan Document; and (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. Notwithstanding anything ; provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by Lenders holding 66.66% of the unfunded Commitments and outstanding Loans and, other than with respect to any JV Interests, the contrary herein,
Tranche B Lenders, release any item of Collateral from the Liens of the Loan Documents except for (i) no Defaulting Lender shall have any right to approve Collateral that is sold, transferred or disapprove any amendment, waiver or consent hereunder otherwise disposed of as permitted by this Agreement (and any amendment, waiver or consent which by its terms requires the consent ii) releases of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xCollateral as permitted under Section 8.10(c) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yiii) any waiver, amendment or modification requiring the consent releases 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;Excluded Collateral.
Appears in 2 contracts
Samples: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co), Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Amendments, Etc. All rights granted to the Shareholders under this Declaration of Trust are granted subject to the reservation of the right to amend this Declaration of Trust as herein provided, except that no amendment shall repeal or adversely affect the limitation on personal liability of any Shareholder or Trustee, or the prohibition of assessment upon the Shareholders except as herein provided, without the express consent of each Shareholder or Trustee involved. Subject to Section 3.03(b)the foregoing, (c) and (d)this Declaration of Trust may be amended at any time by the Trustees, no except that the Trustees may not amend this Declaration of Trust to eliminate the rights of Shareholders of any Class or Series to vote on any amendment of this Declaration of Trust or the By-Laws or alter or amend the percentage of voting shares required to approve any amendment or waiver action which requires a Shareholder vote under this Declaration of Trust or the By-Laws unless an equivalent vote has authorized such an amendment of the Declaration of Trust or By-Laws. Any amendment which adversely affects the holders of one or more Classes or Series of Shares shall require a vote of the Shareholders holding a majority of the Shares of each Class or Series so adversely affected and entitled to vote thereon and no vote of Shareholders of any Class or Series not so adversely affected shall be required, except that any amendment of any provision of Section 7.1, 7.2 or this Agreement or any other Loan Documentsubclause (a) of Section 7.4 of Article VII shall require a vote of the Shareholders holding 67%, and no consent to any departure by regardless, of the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 Trustees recommending such amendment, waiver or consent shall:or
(a) waive any condition set forth in Section 4.01(a4.1(c) without the written consent or Section 4.1(d) of each Lender;
Article IV, Section 5.4 of Article V, Section 7.3 of Article VII or this subclause (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent 7.4 of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders Article VII shall require the consent vote of the Shareholders holding 75%, regardless of the percentage of Trustees recommending such Defaulting Lender;amendment, of the Shares of each Class or Series entitled to vote thereon. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote. The Trust’s filings with the Commission (including but not limited to: registration statements and supplements thereto, proxy statements, annual and semi-annual shareholder reports, Form N-Q, Form N-PX and related filings and disclosures) shall not be deemed to modify the provisions of this Declaration of Trust.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (John Hancock Premium Dividend Fund), Agreement and Declaration of Trust (John Hancock Premium Dividend Fund)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 (i) the Administrative Agent may, without the consent of any Lender, waive a covenant or other provision in, or a Default or Event of Default under, this Agreement or any Loan Document if the Administrative Agent determines in its sole discretion that such covenant, provision, Default or Event of Default, as applicable, does not materially and adversely affect the Lenders and (ii) notwithstanding the foregoing provisions of this Section 11.01 (including the first proviso above), no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) Article IV without the written consent of each Lender;
(b) extend (except as provided in Section 2.12) or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02its Commitment) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory 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 L/C BorrowingLoan, or (subject to clause (iiiii) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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;
(f) release the Borrower or any Guarantor from its obligations under this Agreement or any other Loan Document, without the written consent of each Lender, except as expressly provided in the Loan Documents; or
(g) release all or substantially all of the Guaranty Collateral in any transaction or series of related transactions, without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 and (ii) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 that:
(a) 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(a) without the written consent of each Lender4.01;
(bii) extend release all or increase substantially all of the Commitment value of the Guaranty, except a Guarantor that has ceased to be a Subsidiary of the Borrower in a transaction permitted under this Agreement or release all or substantially all of the Collateral in any Lender (transaction or reinstate any Commitment terminated pursuant series of related transactions, except such releases relating to sales of property permitted under Section 8.02) without the written consent of such Lender7.06;
(c) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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) reduce, without forgive or waive the written consent principal of, or interest on, the Revolver Loans or any fees or other amounts payable hereunder to Lenders;
(v) postpone, waive or otherwise defer any date scheduled for any payment of each Lenderprincipal of or interest on the Revolver Loans or any fees or other amounts payable to Lenders; or
(gvi) release change the Guaranty without the written consent order of each application of any payment set forth in Section 8.03 in any manner that materially affects such Lender. 95 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]
(b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender affected by such amendment, waiver or consent:
(i) increase the Aggregate Commitment of such Lender (or reinstate any commitment terminated pursuant to Section 8.02); or
(ii) change the order of application of any prepayment set forth in Section 2.05; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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 or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 (excluding mandatory 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause subsection (iiiiv) 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 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(gf) release all or substantially all of the Guaranty 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 shall be made in accordance with the terms of Section 9.10, including evidence of such release made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) either of the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitment or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders, except increasing such Defaulting Lender;’s Commitment or extending date fixed hereunder for payment). Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, if the Administrative Agent and the Borrower identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower are permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; provided that, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swing Line Lender or the L/C Issuer hereunder without the prior written consent of the Administrative Agent, the Swing Line Lender or the L/C Issuer, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Mandate Letter), and no consent to any departure by the Borrower or the Guarantor any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrower, 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 no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) Article III without the written consent of each Lender;
(b) extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 8.027.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement for any mandatory reduction of the Revolving Commitments without the written consent of each Lender;
(d) 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;
(de) reduce the principal of, or the rate of interest specified herein on, any Loan Advance or L/C BorrowingReimbursement Obligation, or (subject to clause (iiiiv) 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; 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 or Letter of Credit Fees at the Default Rate;
(ef) change Section 8.03 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(fg) change any provision of this Section 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; orLender directly affected thereby;
(gh) release change the Guaranty definition of “Borrowing Base” or the components thereof without the written consent of each Lender. ;
(i) release any Guarantor from the Guaranty or all or any substantial portion of the Collateral without the written consent of each Lender; provided, however, that any Guarantor or Collateral may be released if they are sold or transferred as permitted hereunder; or
(j) amend or waive Section 6.14(c) without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Issuing Bank in addition to the Lenders required above, affect the rights or duties of such L/C Issuer the Issuing Bank under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and 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. Notwithstanding anything to ; (iii) Section 10.06(g) may not be amended, waived or otherwise modified without the contrary herein,
(i) no Defaulting consent of each Granting Lender shall have all or any right to approve or disapprove any part of whose Revolving Advances are being funded by a SPC at the time of such amendment, waiver or consent hereunder other modification; and (and any amendment, waiver or consent which by its terms requires iv) the consent of all Lenders or each affected Lender Mandate Letter may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Diamondback Energy Services, Inc.), Credit Agreement (Diamondback Energy Services, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage the Administrative Agent with the written consent of the Lenders as shall be expressly provided for herein or Required Lenders) and, in the other Loan Documents) and case of an amendment, the Borrower or the Guarantor, 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, unless in writing and signed by each of the Lenders directly affected thereby (or the Administrative Agent with the written consent of such Lenders) and, in the case of an amendment, by the Borrower do any of the following:
(a) waive any condition set forth in except as expressly contemplated by Section 4.01(a) without the written consent of each Lender;
(b) 2.03, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such LenderArticle VIII);
(cb) except as expressly contemplated by Section 2.03, 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 L/C BorrowingLoan, 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, 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;
(d) change the percentage of the Aggregate Commitments or of 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 Section 8.03 in a manner that would alter the pro rata sharing Pro Rata Share or Voting Percentage of payments required thereby without the written consent of each Lender directly and adversely affectedany Lender;
(f) change any provision release the Guaranty except in accordance with the terms and conditions 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; or4.04;
(g) release amend this Section, Section 2.12, Section 4.02, Section 4.04, Section 10.05, or any provision herein providing for consent or other action by all the Guaranty without the written consent of each Lender. Lenders; and, provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to ; and (ii) the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Fee Letter may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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) (other than any condition pursuant to Section 4.01(a)(viii)) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) or increase or extend the obligation of any Lender to accept Drafts except as permitted by Section 2.15, in each case without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder (including a decrease in any amount payable in respect of the Bankers’ Acceptance Facility) 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 L/C Borrowing, or (subject to clause (iiiv) 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or amend the definition of “Pro Rata Share”, without the written consent of each Lender directly and adversely affectedLender;
(f) 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; or
(g) release the Company from the Company 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Canadian Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Canadian Administrative Agent under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.06(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 (v) the Fee Letter may be amended, or rights or privileges thereunder waived, only in a writing executed by the parties thereto. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Amendments, Etc. Subject Without notice to Section 3.03(bor consent of any Owners, any provisions of this Custody Agreement may be amended (i) to cure any formal defect, omission, inconsistency or ambiguity in this Custody Agreement, (ii) to add to the covenants and agreements of the Note Custodian or the Depositor or to surrender any right or power herein conferred upon the Note Custodian or the Depositor, (iii) to effectuate the assignment of the Note Custodian's rights and duties hereunder to a qualified successor as provided herein, or (iv) to modify, alter, amend or supplement this Custody Agreement in any other respect not inconsistent herewith which, in the opinion of counsel acceptable to the Note Custodian, is not adverse to the Note Custodian or any of the Owners. Except for amendments made pursuant to clause (i), (c) and (dii), (iii) or (iv) above, no amendment affecting the Owners of Custody Receipts of any class of any Series may be made to this Custody Agreement without the consent of Owners of Custody Receipts of such class evidencing at least 66-2/3% of the Voting Rights allocated to such class, provided that no amendment may be made which would (i) reduce the Voting Rights or the amount or change timing or currency of any payments to be made to the Owners of any Class of Custody Receipts without the consent of each Owner affected thereby or (ii) modify any of the provisions of this Section 5.01 except to provide that certain other provisions of this Custody Agreement cannot be modified without the consent of any Owner affected thereby. No amendment or waiver of any provision of this Custody Agreement or any other Loan Document, and no nor consent to any departure by the Borrower or the Guarantor therefrom, herefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) Note Custodian and the Borrower or the Guarantor, as the case may beDepositor, 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 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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender Note Custodian shall have any right no duty to approve or disapprove any amendment, waiver or consent hereunder (and sign any amendment, waiver or consent which by affects its terms requires rights and powers under this Agreement. In connection with any amendment pursuant to this Section, the consent Note Custodian shall send to the Rating Agencies a copy of all Lenders or each affected Lender may be effected with the consent proposed amendment prior to its adoption and a copy of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;executed amendment.
Appears in 2 contracts
Samples: Custody Agreement (Lehman Abs Corp), Custody Agreement (Lehman Abs Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor consent to any departure by the Borrower or the Guarantor any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrower, 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 no such amendment, waiver or consent shallthat:
(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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an L/C Issuer all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in addition each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the Lenders required above, affect the rights or duties definition 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 and “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Administrative Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non‑principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable; or
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender; or
(iv) change the order of application of prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.02(b)(vii) or Section 8.03 in any manner that adversely affects the Lenders under the Facility without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent; or
(v) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; 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 DocumentDocuments. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendmentcontained in this Section 10.01, waiver or consent hereunder (this Agreement and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender other Loan Document may be effected amended, supplemented and waived with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) Administrative Agent and the Commitment of any Defaulting Lender may not be increased or extended Borrower without the need to obtain the consent of any other Lender if such Lender amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects, (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents or (yiii) any waiver, amendment or modification requiring amend 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;Financial Covenants in accordance with Section 1.03(b).
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Global Power Equipment Group Inc.), Senior Secured Credit Agreement (Global Power Equipment Group Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable Loan Party, as the case may be, and acknowledged (to the extent that such waiver, amendment or modification does not affect the rights, duties, privileges or obligations of the Administrative Agent under this Agreement, the Administrative Agent shall execute such waiver, amendment or other modification to the extent approved by the Required Lenders; provided that, to the extent such waiver, amendment or modification was delivered to the Administrative Agent and does not affect the rights, duties, privileges or obligations of the Administrative Agent under this Agreement, the Administrative Agent’s failure to so execute shall not impact the effectiveness of such waiver, and amendment or modification), 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 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 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 and adversely affected therebythereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(db) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08 without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 and adversely affected thereby, it being understood that any change to the definition of First Lien Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest; 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;
(ed) change any provision of this Section 8.03 in a manner that would alter 10.01, the pro rata sharing definition of payments required thereby “Required Lenders,” “Required Revolving Credit Lenders” or “Pro Rata Share” or Section 2.05(b)(iv)(Y), Section 2.05(d)(iv) (with respect to the requirement to make ratable payments), Section 2.06(c), Section 2.13 or Section 8.04 without the written consent of each Lender directly and adversely affectedaffected thereby;
(fe) change release all or substantially all of the value of the Collateral in any provision transaction or series 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 hereunderrelated transactions, without the written consent of each Lender; orprovided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (e) to the extent such transaction does not result in the release of all or substantially all of the Collateral;
(gf) release all or substantially all of the Guaranty Guaranties in any transaction or series of related transactions, without the written consent of each Lender. and, ; provided further, that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (f) to the extent such transaction does not result in the release of all or substantially all of the Guaranties; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by an each L/C Issuer in addition to the Lenders required above, change any provision of Section 1.10 or affect the rights or duties of such an L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iii) 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; (iv) any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders and (v) only the consent of the Required Revolving Credit Lenders (subject to the Revolving Facility Special Voting Requirements) shall be necessary to amend or waive the terms and provisions of Sections 4.02, 7.10 and 8.01(b)(ii) (and the related definitions as used in such Section but not as used in other Sections of this Agreement) and to waive any conditions set forth in Section 4.02 to the making of any Revolving Loans. Notwithstanding the foregoing this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 Term Loans, the Revolving Credit Loans, the Incremental Term Loans, if any, 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. Notwithstanding anything to the contrary herein,
contained in this Section 10.01, (i) no Defaulting Lender shall have any right the Borrower and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Sections 2.14 and 2.15; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iii) the Administrative Agent is hereby authorized by the Lenders to approve the forms of Collateral Documents as contemplated herein, and to enter into any Loan Documents in such forms as approved by it on or disapprove any amendmentprior to the Closing Date (and thereafter as contemplated by the provisions of this Credit Agreement); (iv) the Administrative Agent shall be permitted to agree to the form of, waiver and approve such modifications to, the Schedules hereto on or prior to the Closing Date as shall be reasonably satisfactory to the Administrative Agent; (v) the Borrower and the Administrative Agent may without the input or consent hereunder of the Lenders, effect amendments to this Agreement and the other Loan Documents that are not materially adverse to the Lenders (or one or more Facilities thereof); (vi) if the Administrative Agent and the Borrower have jointly identified an obvious error or any amendmenterror or omission of a technical nature, waiver in each case, in any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision without the input or consent which of the Lenders and (vii) any guarantees, collateral security documents, Intercreditor Agreements and related documents executed by its terms requires the consent of all Lenders Borrower or each affected Lender any Subsidiaries in connection with this Agreement may be effected in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) Administrative Agent at the Commitment request of any Defaulting Lender may not be increased or extended the Borrower without the need to obtain the consent of any other Lender if such Lender amendment, supplement or waiver is delivered in order (a) to comply with local Law or advice of local counsel, (b) to cure ambiguities, omissions, mistakes or defects or (c) to cause such guarantee, collateral security document or other document to be consistent with this Agreement 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letter), and no consent to any departure by the Borrower or the Guarantor any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrower, 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 no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 3.01 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02Commitment) without the written consent of such LenderLender or increase the aggregate Commitments without the written consent of each Lender (except as provided in Section 2.16);
(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 L/C BorrowingLoan, 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 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” Section 2.06(e) or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Ratedefault interest;
(e) amend any financial covenant hereunder (or any defined term used therein) without the written consent of the Required Lenders;
(f) change Section 8.03 Sections 2.12 or 7.06 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(fg) change any provision of this Section or the definition of “Majority Lenders”, “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;
(gh) subject to Section 9.09(a)(iv), release all or substantially all of the Guaranty value of the Guarantees under Article VIII or all or substantially all of the Collateral without the written consent of each Lender. and; and provided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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. Notwithstanding anything to ; and (ii) the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Fee Letter may be effected with amended, or rights or privileges thereunder waived, in a writing executed only by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;parties thereto.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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(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 8.02) without the written consent of such each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.07 or any of them) hereunder or under any other Loan Document Section 2.08 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 or L/C Borrowing, or Banker’s Guarantee (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 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(fd) change any provision of this Section or 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c) or Section 8.04 without the written consent of each Lender affected thereby; or
(e) release all or substantially all of the value of the Guarantees or any other provision hereof specifying material amount of the number Collateral in any transaction or percentage series of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderrelated transactions, without the written consent of each Lender; or
provided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (ge) to the extent such transaction does not result in the release of all or substantially all of the Guaranty without Guarantee or any material portion of the written consent of each Lender. andCollateral, respectively; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan DocumentDocument and (ii) 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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitments or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders). Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 Term Loans, and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such Defaulting Lender;credit facilities in any determination of the Required Lenders. Notwithstanding anything to the contrary contained in this Section 10.01, any guarantees, and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, 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 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 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 L/C Borrowing, Borrowing or (subject to clause (iiiB) 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 thereby; Document, 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;
(d) change the percentage of the Aggregate 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 8.03 in a manner that would alter the pro rata sharing Pro Rata Share of payments required thereby without the written consent of each Lender directly and adversely affectedany Lender;
(f) change Release 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 LenderGuarantor from a Guaranty; or
(g) release amend this Section, or Section 2.12, or any provision herein providing for unanimous consent or other action by all the Guaranty without the written consent of each Lender. Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the 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 such the L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and 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,
(i) 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 (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)hereunder, except that (x) the Commitment Pro Rata Share of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Sunoco Logistics Partners Lp), Credit Agreement (Sunoco Logistics Partners Lp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Revolving Lenders (or by the Administrative Agent with the consent of the Required Revolving Lenders or such other number or percentage of the Revolving Credit Lenders as shall may be expressly provided for herein or in the other Loan Documentsspecified herein) and the Borrower Borrowers or the Guarantorapplicable 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 that (x) the Administrative Agent and the Borrower Representative may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Revolving Credit Lender or any L/C Issuer, and (y) no such amendment, waiver or consent shall:
(ai) waive increase the Revolving Credit Commitment of any condition set forth in Section 4.01(a) Revolving Credit Lender without the written consent of each such Revolving Credit Lender;
(bii) extend or increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the written consent of such Revolving Credit Lender and each Revolving Credit Lender directly and adversely affected thereby (other than a Defaulting Lender, except to the extent that the foregoing affects such Defaulting Lender more adversely than the other Lenders) provided, that, a waiver in accordance with the terms hereof of any condition precedent or waiver of any Default or Event of Default, mandatory prepayment or mandatory reduction of any Revolving Credit Commitment shall not constitute an extension or increase of any Revolving Credit Commitments;
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) Revolving Credit Lender hereunder or under any such other Loan Document without the written consent of each Lender directly affected therebysuch Revolving Credit Lender;
(div) reduce the principal of, or the rate of interest specified herein on, any Revolving Credit Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01clause (iv)) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Revolving Credit Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the Required Revolving 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;
(ev) change Section 8.03 in a manner that would alter the pro rata sharing priority of payments required thereby without the written consent of each Revolving Credit Lender directly and adversely affectedaffected thereby (other than a Defaulting Lender);
(fvi) change (A) any provision of this Section 10.01 or the definition of “Required Revolving Lenders”, “Supermajority Lenders” or any other provision hereof specifying the number or percentage of Revolving Credit 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 (B) of this Section 10.01(vi)), without the written consent of each Revolving Credit Lender (other than a Defaulting Lender; or
) or (gB) release the Guaranty definition of “Required U.S. Lenders” or “Required Canadian Lenders” without the written consent of each Revolving Credit Lender (other than a Defaulting Lender. and) under the applicable Facility;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Revolving Credit Lender (other than a Defaulting Lender); provided that the Collateral Agent may, without consent from any Revolving Credit Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.04 or 7.05 or released in compliance with Section 9.10(i) or (ii);
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Revolving Credit Lender (other than a Defaulting Lender), except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(ix) [Reserved];
(x) increase the advance rates set forth in the definitions of “U.S. Borrowing Base” or “Canadian Borrowing Base” without the written consent of the Supermajority Lenders;
(xi) change or otherwise modify the definition of Loan Value, U.S. Borrowing Base, Canadian Borrowing Base Eligible Collateral, Eligible In-Transit Inventory, Eligible Inventory, Eligible Receivables, Receivables Concentration Limit or Total Borrowing Base if any of the foregoing would result in making more credit available to Borrowers, in each case without the written consent of the Supermajority Lenders; provided that this clause (xi) shall not limit the discretion of the Administrative Agent to change, establish or eliminate reserves, to add assets acquired in a Permitted Acquisition to any Borrowing Base or to otherwise exercise Credit Judgment in respect of any determination expressly provided hereunder to be made by the Administrative Agent in its discretion or Credit Judgment, all to the extent otherwise set forth herein; or
(xii) amend, modify or change the provisions of Section 8.04 or the definition of “CAM Percentage” without the written consent of each Revolving Credit Lender; and provided, further, that that: (i) no amendment, waiver or consent shall, unless in writing and signed by an each applicable L/C Issuer in addition to the Revolving Credit 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 and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Revolving Credit Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent which would require the consent of a Revolving Credit Lender but for the fact that it is a Defaulting Lender shall be enforced against it without its consent; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swingline Lender, in addition to the Revolving Credit Lenders required by this Section 10.01, affect the rights or duties of such Swingline Lender under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder hereunder, except to the extent provided in clauses (and i) through (xii) above. Notwithstanding anything to the contrary contained in this Section 10.01, if any Revolving Credit Lender does not consent to a proposed amendment, waiver waiver, consent or consent which by its terms release with respect to any Loan Document that requires the consent of all Lenders each Revolving Credit Lender and that has been approved by the Required Revolving Lenders, the Borrower Representative may replace such non-consenting Revolving Credit Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or each affected Lender may release can be effected with the consent as a result of the applicable Lenders assignment contemplated by such Section (together with all other than Defaulting Lenderssuch assignments required by the Borrowers to be made pursuant thereto), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 8.029.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in ARTICLE IV or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory 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 thereby;entitled to such payment
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiii) 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 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 (i) Section 8.03 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans under the Facility from the application thereof set forth in Section 2.04(b)(iv), in any manner that materially and adversely affectedaffects the Lenders under the Facility without the written consent of each affected Lender;
(fe) change any provision of this Section 11.01 or the definition of “Required 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; or;
(gf) release all or substantially all of the Guaranty Collateral in any transaction or series of related transactions (except pursuant to a Release Request in accordance with the terms herein), without the written consent of each Lender. and;
(g) 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; or
(h) impose any greater restriction on the ability of any Lender under the Facility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders under the Facility; and provided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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) 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,
; 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 (iC) no Defaulting the Required Lenders shall determine whether or not to allow the 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. Notwithstanding anything to the contrary herein the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (I) to add one or more additional 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 facility 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 facility hereunder, and (II) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facility to obtain comparable tranche voting rights with respect to each such new facility and 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. If any Lender shall have any right does not consent to approve or disapprove any a proposed amendment, waiver waiver, consent or consent hereunder (and release with respect to any amendment, waiver or consent which by its terms Loan Document that requires the consent of all Lenders each Lender 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 each affected Lender may release can be effected with the consent as a result of the applicable Lenders assignment contemplated by such Section (together with all other than Defaulting Lenderssuch assignments required by the Borrower to be made pursuant to this paragraph), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Solarcity Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as expressly provided herein, 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 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 L/C BorrowingLoan, or (subject to clause (iiiii) 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 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 to reduce any fee payable hereunder;
(e) change Section 2.04, Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of commitment reductions or payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Applicable Percentage,” “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 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 an 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 and (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) the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to (and disproportionately) than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Lowes Companies Inc), 364 Day Credit Agreement (Lowes Companies Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 (excluding mandatory prepayments under Section 2.05(b)) 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 or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiiv) 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;
(ed) change (i) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly or (ii) the order of application of any reduction in 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(b), respectively, in any manner that materially and adversely affectedaffects the Lenders under a Facility without the written consent of (i) if such Facility is the Term B Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(fe) change (i) 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 hereunderhereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), 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;
(f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(g) release any Guarantor from the Guaranty, without the written consent of each Lender; or
(gh) release impose any greater restriction on the Guaranty ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of each Lender. and(i) if such Facility is the Term B Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) each 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender. If any Lender and (y) any does not consent to a proposed amendment, waiver, amendment consent or modification requiring release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all Lenders other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding the foregoing, this Agreement may be amended (or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require amended and restated) with the written consent of the Required Lenders, the 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 Term B Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such Defaulting Lender;credit facilities in any determination of the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Amendments, Etc. Subject to the last paragraph of this Section 3.03(b), (c) 10.01 and (d)Section 3.03, 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the applicable Borrower or the Guarantorapplicable 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(a4.01 (other than Section 4.01(g)(i) or (h)), or, in the case of the initial Credit Extension, Section 4.02 without the written consent of each Lender;
(b) 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 or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or of any Default shall not constitute an extension or increase of any Commitment of any Lender);
(cd) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory 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 and adversely affected therebythereby or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender;
(de) reduce the principal of, or the rate of interest specified herein onon or any Loan, any Loan or L/C Borrowing, Borrowing or (subject to clause (iiiC) 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 and adversely 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 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;
(ef) change any provision of Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(fg) change (i) 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(other than the definitions specified in clause (ii) of this Section 10.01(g)), without the written consent of each Lender; orLender or (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders,” without the written consent of the Administrative Agent and each Lender under the applicable Facility (it being understood that, with the consent of the Required Lenders (if such consent is otherwise required) or the Administrative Agent (if the consent of the Required Lenders is not otherwise required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Commitments or Revolving Credit Commitments, as applicable;
(gi) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender or (ii) without the prior written consent of each Lender directly affected thereby, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation;
(i) release (i) any Borrower or (ii) all or substantially all of the value of the Guaranty without the written consent of each Lender. and, 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); or
(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 Facility , the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility ,the Required Revolving Lenders; and provided further, further that (iA) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (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 of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (C) the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended and the maturity date 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 amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately 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 Required Lenders, the Administrative Agent and the Borrowing Agent (1) to add one or more additional revolving credit or term loan facilities to this Agreement, and in each case subject to the limitations in Section 2.14, 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 (2) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent 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. Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Borrowing Agent 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 Borrowing Agent or Loan Party subject to such Loan Document shall be permitted to 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.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or and, in the other Loan Documents) and case of any amendment, the Borrower or and the Guarantor, as the case may be, 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 no such amendment, waiver or consent shall:
: (a) waive waive, modify or eliminate any condition set forth of the conditions specified in Section 4.01(a) 3.1 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 8.02) without the written consent of such Lender;
, (c) postpone reduce the principal of, or interest on, the Advances, any date fixed by this Agreement Applicable Margin or any other Loan Document for any payment of principal, interest, fees or other amounts due payable hereunder (other than fees payable to the Lenders (Agent for its own account, or to any of themLender pursuant to, Section 2.13 or Section 2.17) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
, (d) reduce the postpone any date fixed for any payment of principal of, or the rate of interest specified herein on, any Loan the Advances or L/C Borrowing, 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(e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, that only or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder without the written consent of the Required Lenders shall be necessary to each Lender or amend the definition of “Default Rate” Majority Lenders”, (f) amend this Section 9.1 without the written consent of each Lender, (g) release the Guarantor from its guarantee, or to (h) change or waive any obligation provision of Section 2.18 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 Lenders in a manner that would alter the pro rata sharing treatment of payments Lenders required thereby without the written consent of each Lender directly and adversely affected;
(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 the Guaranty 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 an L/C Issuer in addition to the Lenders required above, shall affect the rights or duties of such L/C Issuer the Agent under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no Note, unless such amendment, waiver or consent shall, unless is in writing and signed by the Administrative Agent in addition to the Lenders required aboveabove to take such action, affect (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.13 or Section 2.17, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the rights or duties of the Administrative Agent under Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Lender or the Agent if, upon giving effect to such amendment and restatement, such Lender or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other Loan Documentobligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender, or the Agent, as the case may be. Notwithstanding anything Anything herein to the contrary herein,
(i) notwithstanding, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and hereunder, except that in no event shall any amendment, waiver or consent which by its terms requires the consent of all Lenders purport to (A) increase or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) extend the Commitment of such Defaulting Lender, (B) reduce the principal of, or interest on, the Advances made by such Defaulting Lender, or any Applicable Margin or any fees or other amounts payable to such Defaulting Lender, (C) postpone any date fixed for any payment of principal of, or interest on, the Advances made by such Defaulting Lender, or (D) amend this Section 9.1 in a manner that affects such Defaulting Lender may not be increased or extended adversely, in each case 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 disproportionately adversely relative to other affected Lenders shall require the affirmative consent of such Defaulting Lender;, provided that if any such amendment, waiver or consent has been approved by all Lenders which are not Defaulting Lenders, and such Defaulting Lender shall have failed to have furnished either its approval or disapproval of such amendment, waiver or consent within the period of ten Business Days after its receipt of a written request to do so, then such Defaulting Lender shall be deemed to have given its affirmative consent.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Alliant Energy Corp), Term Loan Credit Agreement (Alliant Energy Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Intercreditor Agreement), and no consent to any departure by the any Borrower or the Guarantor Holdings therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the applicable Borrower or the GuarantorHoldings, 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 that, 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 8.02) without the written consent of such each Lender directly affected thereby (it being understood that none of (i) a waiver of any condition precedent set forth in Section 4.02, (ii) the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments and (iii) the making of any Protective Advance in accordance herewith shall constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.07 or any of them) hereunder or under any other Loan Document 2.08 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 or L/C Borrowing, 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, it being understood that any change to the definitions of Total Leverage Ratio or Senior Secured Leverage Ratio or, in each case, in the component definitions thereof shall not constitute a reduction in the rate of interest; providedprovided that, 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ed) change any provision of this Section 10.01, the definition of “Required Lenders”, “Supermajority Lenders” or “Pro Rata Share” or any provision of Section 2.06(c), 2.13 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(fe) change other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any provision transaction or series 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 hereunderrelated transactions, without the written consent of each Lender; or;
(gf) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Guaranty aggregate value of the Obligations of the Subsidiary Borrowers and the Guaranty, without the written consent of each Lender. and;
(g) change the currency in which any Loan is denominated of any Loan without the written consent of the Lender holding such Loans; or
(h) 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 Borrowers would be increased, without the written consent of the Supermajority Lenders, provided furtherthat the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of any Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by an each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such a L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). No amendment or waiver of any provision of the Intercreditor Agreement shall be effective unless consented to in writing by the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Parent 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 Credit Loans and the accrued interest and fees in respect thereof and (yb) to include appropriately the Lenders holding such credit facilities in any waiverdetermination of the Required Lenders. Notwithstanding anything to the contrary contained in Section 10.01, amendment or modification requiring guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative the Administrative Agent at the request of the Parent Borrower without the need to other affected Lenders shall require obtain the consent of any other Lender if such Defaulting Lender;amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable 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 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 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 L/C Borrowing, or (subject to clause (iiiiv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or L/C Borrowing or any fee payable hereunder 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 or Letter of Credit Fees at the Default Rate;
; (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 2 contracts
Samples: Credit Agreement (Curtiss Wright Corp), Credit Agreement (Curtiss Wright Corp)
Amendments, Etc. Subject to Section 3.03(b)(a) Except as expressly set forth in this Agreement (including in Sections 2.14, (c) 2.27, 2.28 and (d2.29), no modification, amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no consent to any departure by the Borrower herefrom or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 no such amendment, waiver modification 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 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 of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document amendment shall without the written consent of each Lender directly affected thereby;
thereby (di) reduce increase or extend the expiration date of the Revolving Commitment of a Lender, (ii) alter the stated maturity or principal ofamount of any installment of any Loan (or any reimbursement obligation with respect to a Letter of Credit) or decrease the rate of interest payable thereon or extend the scheduled date of any payment thereof, or the rate at which the Facility Fees or letter of interest specified herein oncredit fees or other fees accrue, or extend the scheduled date of any payment thereof, (iii) waive a default under Section 7(b) hereof with respect to a scheduled principal installment of any Loan or L/C Borrowing(iv) release the Borrower from its obligations under the Guaranty (except in accordance with its terms); and provided, further that, except to the extent reasonably necessary to give effect to Sections 2.14, 2.27, 2.28 and 2.29, no such modification 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 amendment shall without the written consent of each Lender directly affected thereby; provided, however, that only the consent all of the Required Lenders shall be necessary to (x) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or (y) amend this Section 10.9 or the definition of “Required Lenders” . No such amendment or modification may adversely affect the rights and obligations of the Administrative Agent or any Issuing Lender hereunder without its prior written consent. No notice to or demand on the Borrower shall entitle the Borrower 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; or
(g) release the Guaranty 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 an L/C Issuer in addition whether or not a Note shall have been marked to the Lenders required aboveindicate such amendment, 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 and (ii) no amendmentmodification, waiver or consent shalland any consent by any holder of a Note shall bind any Person subsequently acquiring a Note, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights whether or duties of the Administrative Agent under this Agreement or any other Loan Documentnot a Note is so marked. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
(b) This Agreement may be amended without consent of the Lenders, so long as no Default or Event of Default shall have occurred and be continuing, as follows:
(i) This Agreement will be amended to designate any Subsidiary of the Borrower as a Subsidiary Borrower upon (v) ten Business Days prior notice (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary), (w) the execution and delivery by the Borrower, such Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit F (a “Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, (x) the agreement and acknowledgment by the Borrower and each other Subsidiary Borrower that the Guaranty contained in Section 9 covers the Obligations of such Subsidiary and (y) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request. The Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, requested by such Person at least three Business Days prior to the effectiveness of the applicable Joinder Agreement.
(ii) This Agreement will be amended to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Borrower to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all reimbursement obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement); provided, however, that no such amendment shall affect or limit the Borrower’s obligations under the Guaranty.
(c) This Agreement may be amended with the consent of the Administrative Agent, the Borrower and any other Person set forth in the applicable section in order to implement the provisions of Sections 2.14(d)-(g), 2.27, 2.28 and 2.29.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 Fundamental Documents and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Further, notwithstanding anything to the contrary contained in this Section, if the Administrative Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Fundamental Documents, then the Administrative Agent and Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Fundamental Document if the same is not objected to in writing by the Required Lenders within three Business Days following receipt of notice thereof.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 (excluding mandatory 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 L/C Borrowing, or (subject to clause (iiiiv) 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 to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend the Leverage Ratio (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;
(e) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(f) change any provision of this Section or Section, 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 the any Guarantor from its Guaranty without the written consent of each Lender. , unless otherwise permitted pursuant to clause (i) or (ii) of Section 9.09(c); or
(h) release all or substantially all of the Collateral without the written consent of each Lender, unless otherwise permitted by Section 9.09(a); and, provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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; (iii) 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; and (iv) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letter), and no consent to any departure by the Borrower or the Guarantor any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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(a) Article IV, without the written consent of each LenderLender party hereto at the time of the Credit Extension;
(b) extend extend, increase or increase reinstate the Term Loan Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(c) [reserved];
(d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments or payments of increased costs or indemnities) 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 Loan or L/C Borrowingthe Term Loan, or (subject to clause (iiiii) 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, 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 any other Obligations at the Default Rate;
(ef) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(fg) 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, or the last sentence of Section 9.09 or clause (x) of the first sentence of Section 11.06(a) without the written consent of each Lender;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender; or
(gi) release all or substantially all of the value of the Guaranty without the written consent of each Lender. and; and provided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and each such Defaulting Lender shall be deemed to have approved or disapproved of any such amendment, waiver or consent which by its terms requires hereunder in the consent of all Lenders or each affected Lender may be effected with same proportion as the consent of the applicable Lenders other than non-Defaulting Lenders), except that (xa) the Term Loan Commitment of any Defaulting such Lender may not be increased increased, extended or extended reinstated without the consent of such Lender, (b) no amendment, waiver or consent hereunder shall reduce the principal of, or the rate of interest specified herein on, the Term Loan payable hereunder or under any other Loan Document without the written consent of such Lender directly entitled to such amount and (yc) no amendment, waiver or consent hereunder shall postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments or payments of increased costs or indemnities) of principal or interest due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of such Lender directly entitled to such payment. If any Lender does not consent to a proposed amendment, waiver, amendment consent or modification requiring release with respect to any Loan Document that requires the consent of all Lenders each Lender or each directly and adversely affected Lender, or of each Lender directly entitled to a payment amount, or each affected Lender, 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 in the case of any non-consenting Lender such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by its terms affects such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary in this Agreement or any Defaulting Lender disproportionately adversely relative other Loan Document (including this Section 11.01), subject to other affected Lenders shall require Section 3.03, only the consent of such Defaulting Lender;the Administrative Agent and the Borrower shall be required to amend this Agreement to reflect an alternate rate of interest as to which the Required Lenders shall not have objected in accordance with Section 3.03.
Appears in 2 contracts
Samples: Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.), Senior Secured Bridge Credit Agreement (Clearway Energy LLC)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as otherwise expressly 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 or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the GuarantorBorrower, 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 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 prepayments 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 Loan or L/C BorrowingRevolving Loan, or (subject to clause (iiiii) 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 8.03 or 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;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 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 an 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 and (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) each 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Samples: Revolving Credit Agreement (TJX Companies Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as expressly provided hereinbelow, no amendment or waiver of of, or any consent to deviation from, any provision of this Credit Agreement or any other Loan Document, and no consent to any departure by the Borrower or the Guarantor therefrom, Credit Document shall be effective unless in writing and signed by the Required Lenders (or such other number or percentage by the Administrative Agent on behalf of the Required Lenders as shall be expressly provided for herein or in upon receipt of a consent and direction letter from the other Loan DocumentsRequired Lenders) and the Borrower or the Guarantorapplicable Borrowers and Credit Parties, as the case may be, and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, however, that that: CHAR1\1346423v112
(a) no such amendment, waiver or consent shall:
(ahowever characterized) waive any condition set forth in Section 4.01(a) shall be effective without the written consent of each Lender;Lender directly affected thereby (whose consent shall be sufficient therefor without the consent of the Required Lenders) to:
(bi) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) 9.02), without the written consent of such LenderLender (it being understood and agreed that amendment or waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments shall not be considered an extension or increase in Commitments for purposes hereof);
(cii) waive non-payment or postpone any date fixed by this Credit Agreement or any other Loan Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts amount due to the Lenders (or any of them) or any scheduled reduction of Commitments hereunder or under any other Loan Credit 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, any Loan or L/C Borrowing, or (subject to clause (iiiv) of the second last proviso to of this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) 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 RateRate or (B) 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;
(eiv) change amend Section 8.03 in a manner that would alter 1.06 or the pro rata sharing definition of payments required thereby without the written consent of each Lender directly and adversely affected“Alternative Currency”;
(fv) 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,
(vi) release all or substantially all of the Guarantors from their obligations under the Credit Documents (other than as provided herein or as appropriate in connection with transactions permitted hereunder), or
(vii) except in connection with a Disposition permitted under Section 8.05 or as permitted by Section 10.10, release all or substantially all of the Collateral without the written consent of each LenderLender directly affected thereby; orCHAR1\1346423v112
(gb) release unless also signed by the Guaranty without the written consent of each Lender. andRequired USD Revolving Lenders, provided further, that (i) no such amendment, waiver or consent shall:
(i) waive any Default or Event of Default for purposes of Section 5.02,
(ii) amend or waive any mandatory prepayment on Master Revolving Loan Obligations under Section 2.06(b) or the manner of application thereof to the Master Revolving Loan Obligations under Section 2.06(c), or
(iii) amend or waive the provisions of Section 5.02 (Conditions to all Credit Extensions), Section 7.13 (Joinder of Subsidiaries as Guarantors), Article VIII (Negative Covenants), Article IX (Events of Default and Remedies), this Section 11.01(b) or the definition of “Required USD Revolving Lenders”;
(c) unless also consented to in writing and signed by an the affected L/C Issuer in addition to the Lenders required aboveIssuer, no such amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it;
(iid) unless also consented to in writing by the affected Swingline Lender, no such amendment, waiver or consent shall, shall affect the rights or duties of such Swingline Lender under this Credit Agreement;
(e) unless also consented to in writing and signed by the Administrative Agent in addition to the Lenders required aboveAgent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Credit Document. Notwithstanding ; and
(f) unless also consented to in writing by the Domestic Collateral Agent or the Foreign Collateral Agent, respectively, no such amendment, waiver or consent shall affect the rights or duties of the Domestic Collateral Agent or the Foreign Collateral Agent, respectively, under this Credit Agreement or any other Credit Document; provided however, that notwithstanding anything to the contrary contained herein,
, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than 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 or insolvency reorganization plan that affects the Loans, (iii) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and any such determination shall be binding on all the Lenders, and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. CHAR1\1346423v112 Notwithstanding any provision herein to the contrary, this Credit Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Administrative Agent for the Incremental Credit Facilities contemplated in subsection (d) and (e) of Section 2.01, and otherwise, with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional revolving credit or term loan facilities to this Credit 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 Credit Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent 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. Further, notwithstanding anything herein to the contrary, if following the Closing Date, the Administrative Agent and EWI shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and EWI shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within ten Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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) or Section 4.01(b) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 L/C Borrowing, or (subject to clause (iiiv) 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 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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) other than as provided in Section 9.11, release any 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 an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 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 (v) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Amendments, Etc. Subject Except as provided in this Agreement and in the other Loan Documents (including with respect to Section 3.03(b), (c) and (dmatters requiring action of the Administrative Agent only), 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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 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 L/C Borrowing, or (subject to clause (iiiiv) 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 to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section either of Sections 2.14 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(f) amend Section 1.05 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; or
(gh) 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 Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) [intentionally omitted]; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the recommendation or determination of the Administrative Agent (together with a reasonable written explanation of the reasons behind such objection) within ten (10) Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented to such recommendation or determination; provided, however, that (A) this provision shall not prevent Administrative Agent from requesting a response to any amendment, waiver or modification requests within a shorter time frame and (B) such deemed approval shall not, in any case, apply to any requested increase or extension of a Lender’s Commitment (for which the written approval of each applicable Lender shall be required). Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately 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 Required Lenders, the Administrative Agent and the Borrower (i) 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 (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent 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.
Appears in 1 contract
Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/)
Amendments, Etc. Subject to Section 3.03(b), (c) 3.03 and (d)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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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(a4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 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 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, any Loan or L/C Borrowing, or (subject to clause (iiiiv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder 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;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the prior written consent of each Lender directly and adversely affected;
affected thereby, modify (i) Section 8.03 or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively; (f) 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 hereunderhereunder (other than the definitions specified in clause (ii) of this Section 11.01(f)), without the written consent of each Lender; or
(g) release 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable 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 that, 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 8.02) without the written consent of such each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.06 or any of them) hereunder or under any other Loan Document 2.07 without the written consent of each Lender directly affected thereby, 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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; providedprovided that, 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(fd) change any provision of this Section or 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.04(b)(iv), 2.05(c), 2.12 or 8.04 without the written consent of each Lender affected thereby;
(e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any other provision hereof specifying the number transaction or percentage series of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderrelated transactions, without the written consent of each Lender; or;
(gf) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Guaranty aggregate value of the Guarantees, without the written consent of each Lender. and;
(g) change the currency in which any Loan is denominated without the written consent of the Lender holding such Loans; or
(h) change, modify, amend or otherwise affect any material provision of the First Priority Intercreditor Agreement (including, without limitation, the provisions relating to the priority of rights and security rights as between the holders of the First Lien Notes and the Lenders (including, without limitation, Sections 2.01(a) and 2.04 of the First Priority Intercreditor Agreement), distribution of the Proceeds (as defined therein) (including, without limitation, Section 2.01(b) of the First Priority Intercreditor Agreement), and turn-over of the Proceeds (including, without limitation, Section 2.02 of the First Priority Intercreditor Agreement), and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such an L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and 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 of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document. Document and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Revolving Credit Lender directly affected thereby, affect the rights and obligations of the Revolving Credit Lenders under Annex A. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitments or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders). Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (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 Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such Defaulting Lender;credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans (“Refinanced Loans”) with replacement loans (“Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the Applicable Rate with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the Applicable Rate for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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)), without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 (excluding mandatory 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 such Lender directly affected therebyentitled to such payment;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iiiii) 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 such 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;
(e) change Section 8.03 in a any manner that would alter materially and adversely affects any of the pro rata sharing of payments required thereby Lenders without the written consent of each Lender directly and adversely affectedsuch Lender;
(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; or;
(g) release all or substantially all of the Guaranty Collateral in any transaction or series of related transactions, without the written consent of each Lender. and;
(h) release all or substantially all of the value of the Guaranty, provided 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); or
(i) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations 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 an 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 and (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) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iii) any amendment, waiver or consent of the Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements in writing entered into among the Administrative Agent and the ABL Administrative Agent (with the consent of the Required Lenders but without the consent of any Loan Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Loan Parties or alter or impair any right of any Loan Party under the Loan Documents). Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately 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 to extend the Maturity Date of the Loans with respect to Lenders that agree to such extension with respect to their Loans with the written consent of each such approving Lender (provided that no Lender shall be obligated to participate any such extension), the Administrative Agent and the Borrower and without the consent of any other Lender and, in connection therewith and pursuant to a written offer from the Borrower to extend such Maturity Date may provide for different rates of interest and fees with respect to the portion of Loans with a Maturity Date so extended and may provide for other covenants and terms that apply solely to any period after the latest stated maturity date (including, without limitation, the Maturity Date) existing on the effective date of such amendment; provided that in each such case any such proposed extension of a Maturity Date shall have been offered to each Lender with Loans under the applicable tranche proposed to be extended, and if the consents of such Lenders exceed the portion of Loans the Borrower wishes to extend, such consents shall be accepted on a pro rata basis among the applicable approving Lenders. Each portion of the Loans extended pursuant any offer made pursuant this paragraph shall be deemed to be a separate tranche of Loans from the Loans that are not extended pursuant to such offer. This paragraph shall apply to any Incremental Loan in the same manner as it applies to the other Loans; provided that any such offer may, at the Borrower’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Loans and/or any Loan without being made to any other tranche of Incremental Loans or any other Loan, as the case may be. In connection with any extensions effected pursuant to this paragraph, the Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to such extension (including any actions requested in connection with any existing Mortgages or any title policies related thereto).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Nn Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (including any Note), and no nor consent to any departure by the Borrower or the Guarantor Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beBorrowers, 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, provided that no such amendment, waiver or consent shall:
shall be effective, unless (ai) waive any condition set forth in Section 4.01(a) without the written consent of writing and signed by each Lender;
, to do any of the following: (b1) extend or increase the Commitment Revolving Credit Maximum Amount or any Lender’s Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable hereunder or under any Note, other than those payable only to Agent or Letter of Credit Issuer in its capacity as such, which may be reduced by Agent unilaterally, (3) decrease any Lender interest rate payable hereunder, (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(c4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder or under any Note, other than those payable only to Agent in its capacity as such, which may be postponed by Agent unilaterally, (5) increase any advance percentage contained in the definition of the term “Borrowing Base”, (6) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (7) release or discharge any Person liable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (8) amend any provision of this Agreement that requires the consent of all Lenders or consent to or waive any breach thereof, (9) amend the definition of the term “Majority Lenders”, (10) amend this Section 12.2 or (11) release any substantial portion of the Collateral, unless otherwise permitted pursuant to Section 11.7 hereof; or (ii) in writing and signed by Letter of Credit Issuer in addition to the Lenders required above to affect the rights or duties of Letter of Credit Issuer under this Agreement or any other Loan Document for any 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;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, above to affect the rights or duties of the Administrative Agent under this Agreement Agreement, any Note or any other Loan Document. Notwithstanding anything If a fee is to the contrary herein,
(i) no Defaulting Lender shall have be paid by Borrowers in connection with any right to approve or disapprove any amendment, waiver or consent hereunder amendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that only Lenders executing such agreement by a specified date may share in such fee (and any amendmentin such case, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may such fee shall be effected with the consent of divided among the applicable Lenders other than Defaulting Lenders), except that (x) on a pro rata basis without including the Commitment interests of any Defaulting Lender may Lenders who have not be increased or extended without the consent of timely executed 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;agreement).
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Majority Lenders (or such other number or percentage the Administrative Agent with the written consent of the Lenders as shall be expressly provided for herein or Majority Lenders) and, in the other Loan Documents) and case of an amendment, the Borrower or the Guarantor, 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, unless in writing and signed by each of the Lenders directly affected thereby (or the Administrative Agent with the written consent of such Lenders) and, in the case of an amendment, 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 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 or fees specified herein on, any Loan 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; provided, however, provided that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or and only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change the percentage of the Aggregate 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 8.03 in a manner that would alter the pro rata sharing definition of payments required thereby without the written consent of each Lender directly and adversely affected;Pro Rata Share or Voting Percentage; or
(f) change amend this Section, the last sentence of Section 2.04(a), the second to the last sentence of Section 2.05, Section 2.12, Section 10.05, or any provision of this Section herein providing for consent or other action by all 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 the Guaranty 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 an the applicable L/C Issuer in addition to the Majority Lenders required aboveor all the directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it and it; (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 directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no consent to any departure by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such by the Agent at the written direction of the Required Lenders) (other number than with respect to any amendment or percentage waiver contemplated in Sections 8.01(a) through (g) below, which shall only require the consent of the Lenders as shall be expressly provided for herein or in the other Loan Documents) set forth therein and not Required Lenders), and the Borrower or the Guarantor, as the case may be, 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; providedprovided that, 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 8.02) without the written consent of each Lender holding such LenderCommitment;
(cb) postpone any date fixed by this Agreement or any other Loan Document scheduled for any payment of principalprincipal (including final maturity), interest, fees or other than amounts due to the Lenders (or any of them) hereunder or under any other Loan Document payable hereunder, without the written consent of each Lender directly and adversely affected thereby;
(dc) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingTerm Loan, or (subject to clause (iiii) of the second proviso to this Section 10.018.01) any fees or other amounts payable hereunder (or under any extend the timing of payments of such fees or other Loan Document amounts) without the written consent of each Lender directly and adversely affected thereby; provided;
(d) change any provision of Section 2.10(a), however2.10(e) or 2.12, that only the consent of the Required Lenders shall be necessary to amend or the definition of “Default RatePro Rata Share” or to waive in any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments or other amounts required thereby thereby, without the written consent of each Lender directly and adversely affectedaffected thereby;
(fe) change any provision of (i) this Section 8.01 or (ii) the definition of “Required Lenders” ”, or any other provision hereof specifying the number or percentage of Lenders or portion of the Term Loans or Commitments required to amendtake any action under this Agreement to reduce the percentage set forth therein, waive or otherwise modify without the written consent of each Lender directly and adversely affected thereby;
(f) release any rights hereunder or make any determination or grant any consent hereunderPerson from its Guarantee of the Obligations under this Agreement, without the written consent of each Lender; or;
(g) release subject to clause (xii) of the Guaranty proviso to Section 2.05(e)(i), amend, modify or waive any provision relating to the application of any voluntary or mandatory prepayment or commitment reduction that results in a given Class being allocated a lesser prepayment, repayment or commitment reduction than such Class would otherwise have been entitled to in the absence of such amendment, modification or waiver, without the consent of the Required Class Lenders for such affected Class (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Classes, of any such prepayment, repayment, or commitment reduction which is still required to be made is not altered);
(h) change the ranking of the Term Loans pursuant to Section 2.16 without the written consent of each Lender; and
(i) change any provision of Section 8.19 or Article IX without the written consent of each Lender directly and adversely affected thereby. andprovided, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Agent under this Agreement; (ii) only the consent of the parties to the Administrative Agent under this Agreement Fee Letter and the Fee Letter shall be required to amend, modify or any other Loan Documentsupplement the terms thereof; and (iii) no Lender consent is required to effect an Incremental Amendment, (except as expressly provided in Section 2.05(d) or 2.05(e), as applicable). Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender disproportionately adversely relative to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Samples: Subordinated Delayed Draw Credit Agreement (Gencorp Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable Loan Party, as the case may be, and the Administrative Agent's receipt of such writing is 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 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 L/C Borrowing, or (subject to clause (iiiv) of the second proviso to following paragraph (h) of 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 any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.14 or Section 8.03 in a manner that would alter ------------- ------------ the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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;
(g) release the Company from the Company Guaranty Agreement or release all or substantially all of the value of the Subsidiary Guaranty Agreement without the written consent of each Lender; or
(gh) release all or substantially all of the Guaranty Collateral or all or substantially all of the Designated Borrowers in any transaction or series of related transactions, except as specifically required by the Loan Documents, without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, -------- ------- unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;this
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
Amendments, Etc. All. rights granted to the Shareholders under this Declaration of Trust are granted subject to the reservation of the right to amend this Declaration of Trust as herein provided, except that no amendment shall repeal or adversely affect the limitation on personal liability of any Shareholder or Trustee, or the prohibition of assessment upon the Shareholders except as herein provided, without the express consent of each Shareholder or Trustee involved. Subject to Section 3.03(b)the foregoing, (c) and (d)this Declaration of Trust may be amended at any time by the Trustees, no except that the Trustees may not amend this Declaration of Trust to eliminate the rights of Shareholders of any Class or Series to vote on any amendment of this Declaration of Trust or the By-Laws or alter or amend the percentage of Shareholders required to approve any amendment or waiver action which requires a Shareholder vote unless under this Declaration of Trust or the By- Laws an equivalent percentage of the Shareholders has authorized such an .amendment of the Declaration of Trust or By-Laws and the Trustees may not take any action that they would otherwise not be entitled to take without the vote of the Shareholders of any Class or Series of Shares pursuant to any provision of this Agreement Declaration of Trust or any other Loan Document, the By-Laws. Any amendment which adversely affects the holders of one or more Classes or Series of Shares shall require a vote of the Shareholders holding a majority of the Shares so adversely affected and entitled to vote thereon and no consent to any departure by the Borrower or the Guarantor therefrom, vote of Shareholders not so adversely affected shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorrequired, 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, except 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 amendment of any Lender (or reinstate any Commitment terminated pursuant to 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 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 provision of, or the rate of interest specified herein on, any Loan or L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender Section 7.1, 7.2 or this subclause (i) of Section 7.4 of Article VII shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent require a vote of the applicable Lenders other than Defaulting Lenders)Shareholders holding 67%, except that or
(xii) the Commitment Section 4.1(c) or Section 4.1(d) (ii) of any Defaulting Lender may not be increased Article IV, Section, 5.4 of Article V, Section 7.3 of Article VII or extended without the consent this subclause (ii) of such Lender and (y) any waiver, amendment or modification requiring the consent Section 7.4 of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders Article VII shall require the consent vote of such Defaulting Lender;the Shareholders holding 75%, of the Shares of each Class and Series entitled to vote thereon. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote.
Appears in 1 contract
Samples: Trust Agreement (Hancock John Patriot Premium Dividend Fund Ii)
Amendments, Etc. Subject to Except or otherwise provided in Section 3.03(b), (c) 2.14 and (d)Section 2.17, 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or, with respect to any matter that affects only one Class, the Majority Class Lenders of that Class) (or such other number or percentage the Administrative Agent with the consent of the Required Lenders as shall be expressly provided for herein or in (or, with respect to any matter that affects only one Class, the other Loan DocumentsMajority Class Lenders of that Class)) and the Borrower or the Guarantorapplicable 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(a4.01 (other than Section 4.01(b)(i) or (c), which may be waived solely by the Person to whom any such amounts are due) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to 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 (excluding mandatory 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 therebythereby (other than as contemplated by Section 2.17);
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiv) 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 (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; provided further that only the consent of the Majority Class Lenders with respect to the Class encompassing Committed Loans shall be necessary to waive any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 1 contract
Samples: Credit Agreement and Guaranty Agreement (Willis Group Holdings PLC)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)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 or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may be, 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, 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 8.02) without the written consent of such each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.08 or any of them) hereunder or under any other Loan Document 2.09 without the written consent of each Lender directly affected thereby, 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;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, 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, 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;; or
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(fd) change any provision of this Section or 10.01, the definition of “Required Lenders” or any other provision hereof specifying the number “Pro Rata Share” or percentage of Lenders required to amendSection 2.06(b)(ii)(Y), waive 2.07(c), 8.04 or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, 2.14 without the written consent of each LenderLender affected thereby; or
(g) release the Guaranty without the written consent of each Lender. and, and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (ii) 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. Notwithstanding anything to the contrary herein,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiver, amendment Commitments or modification requiring the consent of all Lenders Loans held or each affected Lender that deemed held by its terms affects any Defaulting Lender disproportionately adversely relative to other affected shall be excluded for a vote of the Lenders shall require the hereunder requiring any consent of the Lenders). Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 Loans, the Incremental Loans and Additional Incremental Loans, if any, and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such Defaulting Lender;credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Loans (“Refinanced Term Loans”) with a replacement term loan denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the Applicable Rate for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinanced Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b2.02(g), (c) Section 3.03 and (d)the last two paragraphs of this Section 10.01, 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 the Guarantor Credit Parties therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable Credit Parties, 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 that
(a) only the written consent of each Lender directly affected thereby shall be required to the extent 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 the expiration date or increase the amount of the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) 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 the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;Document; or
(diii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iiiii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder (including pursuant to Section 2.06) 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 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;
(eb) the written consent of each Lender shall be required to the extent such amendment, waiver or consent shall:
(i) change Section 2.14 or Section 8.03 or any other provision hereof in a manner that would alter the ratable reduction of Commitments or pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedthereby;
(fii) 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 ;
(iii) release the Borrower or Guarantor from any Loan Document; or
(iv) waive any condition set forth in Section 4.01(a); and
(c) only the written consent of each Lender; orLender under the applicable Facility shall be required to the extent such amendment, waiver or consent shall change the definition of “Required Term Lenders” or “Required Incremental Term Loan Facility Lenders”;
(gd) release the Guaranty without only the written consent of each Lender. and(i) the Required Term Lenders shall be required to the extent such amendment, provided waiver or consent shall (x) amend, waive or otherwise modify any of the conditions precedent set forth in Section 4.02 with respect to any Term Loan or (y) impose any greater restriction on the ability of any Term Lender to assign any of its rights or obligations hereunder, and (ii) the Required Incremental Term Loan Facility Lenders shall be required to the extent such amendment, waiver or consent shall (x) amend, waive or otherwise modify any of the conditions precedent set forth in Section 4.02 with respect to any Loan to be made under such Incremental Term Loan Facility or (y) impose any greater restriction on the ability of any Lender participating in such Incremental Term Loan Facility to assign any of its rights or obligations hereunder; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, (x) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan DocumentDocument or (y) modify, change, waive or consent to any departure from, or have the effect of modifying, changing, waiving or consenting to any departure from, Section 3.03, any term defined in such section, any term defined in any other section or provision in this Agreement relating to Daily Simple SOFR, SOFR, Term SOFR or any Successor Rate, or any term or provision relating to the replacement of any such rate or Successor Rate and (ii) the Engagement Letter may only be amended, and the rights or privileges thereunder may only be waived, in a writing executed by each of the parties thereto (and, for the avoidance of doubt, no other parties shall have any right to approve or disapprove any such amendment, waiver or consent). Notwithstanding the fact that the consent of all of the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lxxxxx sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;
(ii) the Administrative Agent and the Borrower may, with the consent of the other (but without the consent of any other Person), amend, modify or supplement any Loan Document to correct, amend or cure any ambiguity, inconsistency, omission, mistake or defect or correct any obvious error or any error or omission of an administrative or technical nature if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent or any Lender; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or supplement;
(iii) this Agreement may be amended in connection with any Incremental Term Loan Facility, as set forth in Section 2.16(h); and
(iv) modifications to provisions setting forth pro rata shares of the Lenders and reallocation of pro rata payments among the Lenders that are made in connection with the establishment of Incremental Term Increases shall require the approval of only the Administrative Agent and the Lenders providing Commitments for such Incremental Term Increase so long as such payments continue to be based on each Lender’s pro rata share of all Commitments and/or Outstanding Amounts, as appropriate, in the tranches in which it participates in the Facilities. In addition, notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more amendments or modifications to (A) allow the maturity of the Loans of the Accepting Lenders (as defined below) to be extended, (B) modify the Applicable Rate and/or fees payable with respect to the Loans of the Accepting Lenders, (C) modify any covenants or other provisions or add new covenants or provisions that are agreed between the Borrower, the Administrative Agent and the Accepting Lenders; provided that such modified or new covenants and provisions are applicable only during periods after the applicable Maturity Date that is in effect on the effective date of such Permitted Amendment, and (D) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (A), (B) and (C) of this paragraph (“Permitted Amendments”, and any amendment to this Agreement to implement Permitted Amendments, a “Loan Modification Agreement”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendments and (ii) the date on which such Permitted Amendments are requested to become effective. Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lxxxxx’s Loans as to which such Lxxxxx’s acceptance has been made. The Borrower, each other Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such resolutions, opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans of the Accepting Lenders as to which such Lenders’ acceptance has been made, and (2) any applicable Lender who is not an Accepting Lender may be replaced by the Borrower in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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) 3.01 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant terminated) or require any Lender to Section 8.02) make Advances in any currency other than Dollars or Sterling 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, on any Loan or L/C BorrowingAdvance, or (subject to clause (iii) of the second last proviso to this Section 10.018.01) 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 RateSection 2.07(b);
(e) change Section 8.03 2.15 or Section 6.02 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; or
(g) except in connection with permitted asset sales under Section 5.02(d) and other transactions permitted hereunder and in accordance with Section 7.10 hereof, release the any Guarantor from its 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 an L/C Issuer the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such L/C Issuer the Swing Line Lender under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable all Lenders other than Defaulting Lenders), except that (xi) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yii) any waiver, amendment or other modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately more adversely relative to than other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Amendments, Etc. Subject to Section 3.03(b), (c) Except as permitted in Sections 2.14 and (d)3.03, 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage by the Administrative Agent with the consent of the Lenders as shall be expressly provided for herein or in the other Loan DocumentsRequired Lenders) and the Borrower Company and the applicable Loan Party or the GuarantorLoan Parties, 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:shall (subject to Section 2.15 and as further provided below with respect to any Defaulting Lender):
(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 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 of principal, LC Disbursement, 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 L/C Borrowing, LC Disbursement or (subject to clause (iiiii) 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments or commitment reductions required thereby without the written consent of each Lender directly and adversely affectedLender;
(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; orLender (it being understood that, solely with the consent of the parties prescribed by Section 2.14 to be parties to an amendment contemplated thereunder, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Committed Loans are included on the Closing Date);
(g) amend Section 1.06 or the definition of “Alternative Currency” without the consent of each Lender;
(h) release the Company from the Company Guaranty without the written consent of each Lender. ; or
(i) release the Company or any Designated Borrower from its Obligations hereunder without the consent of each Lender, except to the extent such release is permitted by Section 2.13; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an 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 and (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 such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.15 shall require the consent of the Issuing Banks and the Swingline Lender); (iii) no such agreement shall amend or modify the provisions of Section 2.18 or any letter of credit application and any bilateral agreement between any U.S. Borrower and any Issuing Bank regarding such Issuing Bank’s Letter of Credit Commitment or the respective rights and obligations between such U.S. Borrower and such Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and such Issuing Bank, respectively; and (iv) the Fee 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender, (y) Section 8.03 may not be changed in any manner that would alter the pro rata sharing of payments required thereby without the consent of such Lender and (yz) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms which affects any such Defaulting Lender disproportionately adversely relative to differently than other Lenders or affected Lenders Lenders, as the case may be, shall require the consent of such Defaulting Lender;. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the prior written consent of the Company only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical or immaterial nature, as determined in good faith by the Administrative Agent.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d)Except as otherwise expressly set forth in this Agreement or the applicable Loan Document, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable Loan Party, as the case may be, and acknowledged by the Administrative AgentAgent shall have received prior written notice of any amendment, waiver or consent, 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 amendment, waiver or consent shall, except as expressly provided herein:
(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 (Lender, or reinstate the Commitment of any Lender after the termination of such Commitment terminated pursuant to Section 8.02) , in each case without the written consent of such Xxxxxx (it being understood that a waiver of any condition precedent or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(cb) subject to Section 3.04, postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principalprincipal of, interestor interest on, any Loan or any fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document payable hereunder, without the written consent of each Lender directly and adversely affected therebythereby (and subject to such further requirements as may be applicable thereto under the last two paragraphs of this Section 10.01), it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans under the Term Facilities shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees;
(dc) reduce the principal of, or the rate of interest specified herein on, any Loan (it being understood that a waiver of any Default or L/C BorrowingEvent of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), 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 and adversely affected thereby, it being understood that any change to the definitions of First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio, Total Net Leverage Ratio, Fixed Charge Coverage Ratio or in the component definitions thereof shall not constitute a reduction in any rate of interest or any fees based thereon; 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 Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ed) change amend or otherwise modify Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby 6.01(c) or Section 6.02, without the written consent of each Lender directly the majority of Lenders that have selected the “Private Side Information” or similar designation (as in effect at the time of the relevant vote); provided, however, that the amendments, modifications, waivers and adversely affectedconsents described in this clause (d) shall not require the consent of any Lenders other than the majority of Lenders that have selected the “Private Side Information” or similar designation (as in effect at the time of the relevant vote);
(fe) change any provision of this Section 10.01 (other than the second and third paragraphs of this Section), or the definition of “Required Lenders” , or any other provision hereof specifying the number or percentage of Lenders or portion of the Loans or Commitments required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunderhereunder that has the effect of decreasing the number or percentage of Lenders that are required to approve, waive, amend or modify any action in connection therewith, without the written consent of each Lender;
(f) other than in a transaction permitted under Section 7.03 or Section 7.04, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender adversely affected thereby;
(g) other than in a transaction permitted under Section 7.03 or Section 7.04, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender adversely affected thereby;
(h) amend, modify or waive the pro rata sharing provisions of Section 2.13 or the application of proceeds set forth in Section 8.04 or Clause 22 (Application of Proceeds) of the Intercreditor Agreement without the consent of each Lender adversely affected thereby;
(i) change the currency in which any Loan is denominated without the written consent of the Lender holding such Loan;
(j) amend, modify or waive Section 10.07(a)(A) without the consent of each Lender; or
(gk) release subordinate (x) the Guaranty Liens securing any of the Obligations on all or substantially all of the Collateral to the Liens on the Collateral securing any other Indebtedness or (y) any Loans in contractual right of payment to any other Indebtedness, in the case of each of clause (x) and (y), unless expressly permitted by this Agreement (as in effect on the Closing Date), without the written consent of each Lender. and, and provided further, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer the Administrative Agent and/or the Security Agent, in its capacity as such, in addition to the Borrowers and the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement of, or any Issuer Document relating to any Letter of Credit issued fees or to be issued by it and (ii) no amendmentother amounts payable to, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to or the Lenders required aboveSecurity Agent, affect the rights or duties of the Administrative Agent as applicable, under this Agreement or any other Loan Document; and (ii) Section 10.07(g) 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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove , any amendment, waiver or consent hereunder (and any amendmentmodification, waiver or consent other action 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 any Defaulting Lender no amendment, waiver or consent relating to Section 10.01(a), (b) or (c) may not be increased or extended effected, in each case without the consent of such Defaulting Lender and (y) any waiveramendment, amendment modification, waiver or modification requiring the consent of all Lenders or each affected Lender other action that by its terms adversely affects any Defaulting Lender disproportionately adversely relative in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such Defaulting Lender than it is to, other affected Lenders shall require the consent of such Defaulting Lender;. Notwithstanding anything to the contrary herein, any waiver, amendment, modification or consent in respect of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement or any other Loan Document of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite percentage in interest of the Lenders with respect to such Tranche that would be required to consent thereto under this Section 10.01 if such Lenders were the only Lenders hereunder at the time. This Section 10.01 shall be subject to any contrary provision of Section 2.14, Section 2.18 or Section 2.19. In addition, notwithstanding anything else to the contrary contained in this Section 10.01, (a) amendments and modifications that benefit any Lenders may be effected without such Lenders’ consent, (b) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error, ambiguity, omission, defect, or inconsistency of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision, if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof and (c) the Administrative Agent and the Borrowers shall be permitted to amend any provision of any Collateral Document, the Guaranty, or enter into any new agreement or instrument, to better implement the intentions of this Agreement (including the Agreed Security Principles) and the other Loan Documents or as required by local law to give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan Document if in the case of amendments contemplated by clause (b) the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. Notwithstanding anything herein to the contrary, (I) this Agreement and any other Loan Document may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Security Agent, as applicable) and the Swedish Borrower, each in their sole discretion, without the need to obtain the consent of any other Lender if such amendment, modification or supplement is delivered in order to (u) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, Incremental Equivalent Debt, Refinancing Indebtedness, Refinancing Notes, Specified Refinancing Term Loans (or Specified Refinancing Term Commitments) or Permitted Debt Exchange Notes or (x) create a fungible class of Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to any class of Term Loans), (II) [reserved], (III) any repricing transaction whereby the Applicable Rate or other interest rate applicable to any Loans, Tranches or classes is reduced shall require only the consent of Lenders that will continue to hold commitments and/or Loans of the applicable Tranche or class after giving effect to such transaction, (IV) the Loan Parties may provide any Lien additional to the Collateral by entering into a Collateral Document without the consent of the Lenders, and, for purposes of such Collateral Document, the Loan Parties may expressly unilaterally waive their rights under the Agreed Security Principles and the Lenders hereby authorize the Security Agent to negotiate and enter into such additional Collateral Documents without the consent of the Lenders, (V) no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement or any other intercreditor agreement that is, for the purpose of adding the holders or creditors (or a representative with respect thereto) of any Indebtedness subject to and, as a condition to the incurrence of any such Indebtedness, Section 7.01, as parties thereto, as expressly contemplated by the terms of the Intercreditor Agreement or such other intercreditor agreement (it being understood that any such amendment or supplement may make such other changes to the Intercreditor Agreement or such other applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing), and (VI) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Swedish 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 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. Notwithstanding anything to the contrary herein, the Administrative Agent together with the Required Lenders, in each case, in their reasonable discretion may extend any period for the Borrowers to deliver any documentation or perform their obligations under this Agreement which relate to Guarantees and Collateral.
Appears in 1 contract
Samples: Credit Agreement (Oatly Group AB)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, as the case may beLenders, 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 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 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 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 L/C Borrowing, 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 or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an L/C Issuer in addition to all the Lenders (other than the Designated Bidders and other than any Lender Party which is, at such time, a Defaulting Lender), do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required above, affect for the rights or duties of such L/C Issuer under this Agreement Lenders or any Issuer Document relating of them to take any Letter of Credit issued action hereunder, (iii) release any Material Guarantor, or to be issued by it and (iivi) amend this Section 8.01, (b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Required Lenders and each Lender affected by such amendment, waiver or consent (other than the Designated Bidders and other than any Lender which is, at such time, a Defaulting Lender), (i) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (ii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and, for each Facility directly affected by such amendment, waiver or consent, each Lender that has a Commitment under such Facility (other than the Designated Bidders and other than any Lender which is, at such time, a Defaulting Lender), increase the Commitments of such Lender or subject such Lender to any additional obligations; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or any Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of such Issuing Bank, as the case may be, 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 other Note. Any request by any Loan Document. Notwithstanding anything Party for an amendment or waiver of any provision of any Loan Document shall be made by such Loan Party by giving a written request therefor to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;Documentation Agent.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c3.03(c) and (d)the last three paragraphs of this Section 10.01, 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 the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantor, 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 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 (excluding mandatory 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 and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiiv) 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 and adversely 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(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedaffected thereby;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, hereunder without the written consent of each Lender; or
(g) release 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 an the L/C Issuer Issuers in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan DocumentDocument and (iv) any 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended and 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 amendment, consent 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;. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuers, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Term SOFR” or Section 1.06 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 1.06. Notwithstanding anything to the contrary herein, 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, such Lender shall have no other commitment or 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 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 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.
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Amendments, Etc. Subject to Section 3.03(b)Except as otherwise expressly provided in this Agreement, (c) and (d), no amendment or waiver of any provision of this Agreement and any other Loan Document (except for the Company WarrantWarrants or the 701 Warrants, which may be amended, waived or supplemented in accordance with the terms thereof) may be modified or supplemented only by an instrument in writing signed by the Borrower, the Administrative Agent and the Majority Lenders; provided that:
(a) any such modification or supplement that is disproportionately adverse to any Lender as compared to other Lenders or subjects any Lender to any additional obligation shall not be effective without the consent of such affected Lender;
(b) the consent of all of the Lenders shall be required to:
(i) amend, modify, discharge, terminate or waive any of the terms of this Agreement or any other Loan Document, and no consent to Agreement (including by modifying any departure by the Borrower defined term used therein or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsany provision referenced therein) and the Borrower or the Guarantor, 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 if such amendment, modification, discharge, termination or 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 would increase the Commitment amount of any Lender (the Loans or reinstate any Commitment terminated pursuant to 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 of principalCommitment, 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 offees payable hereunder, or the rate of reduce interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees rates or other amounts payable hereunder with respect to the Loans, extend any date fixed for payment of principal (it being understood that the waiver of any prepayment of Loans shall not constitute an extension of any date fixed for payment of principal), interest or under any other Loan Document without amounts payable relating to the written consent Loans, extend the repayment dates of each Lender directly affected thereby; the Loans, modify the Commitments, modify the definition of “Proportionate Share” or extend the Commitment Termination Date, provided, howeverfor the avoidance of doubt, that any waiver or amendment relating to an Event of Default or Default arising out of a breach or prospective breach of the Minimum Revenue Covenant shall only require 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 RateMajority Lenders;
(eii) change Section 8.03 in a manner that would alter amend, modify, discharge, terminate or waive any Security Document or Guarantee if the pro rata sharing effect is to release all or substantially all of payments required thereby without the written consent Collateral, or to release all or substantially all of each Lender directly and adversely affected;the value of the Guarantee, subject thereto other than pursuant to the terms hereof or thereof; or
(fiii) change any provision of amend this Section 14.04 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; or
(g) release 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;”.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Company or the Guarantorapplicable Loan Party, as the case may be, and acknowledged by the Administrative AgentAgent (which acknowledgment the Administrative Agent shall provide promptly and in any event within three Business Days following its actual receipt of an amendment or waiver countersigned by the Required Lenders, Company and other applicable Loan Party, if any), 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) 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 and/or the Required Term A Lenders, as the case may be;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(cd) postpone any date fixed by this Agreement or any other Loan Document for any 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;
(de) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iiiv) 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 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(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 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 an 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 and (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. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;of
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower Borrowers or the Guarantorapplicable 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; 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 Borrowers have 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 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 (excluding mandatory 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 L/C Borrowing, or (subject to clause (iiiiv) 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 Borrowers to pay interest or Letter of Credit L/C Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein), unless 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, in which case the consent of all Lenders shall be required;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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 any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Administrative Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no 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 the Guarantor any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Borrower or the Guarantorapplicable 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(a5.01(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 5.01(a) (iii) or (iv) with respect to which Borrower has given assurances reasonably 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 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 (excluding mandatory 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 L/C Borrowing, or (subject to clause (iiiiv) 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 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 or Letter of Credit L/C 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;
(e) change Section 8.03 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affectedLender;
(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 any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender. ; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an the L/C Issuer in addition to the Lenders required above, affect the rights or duties of such the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and 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) 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,
(i) , no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;.
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