Amendments Generally. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) no amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: (A) waive any of the conditions specified in Article III, (B) increase or extend any Commitment of any Bank or subject any Bank to any additional obligation, (C) forgive or reduce the pricing of, principal of, or rate of interest on, the Notes or any fees or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder; (ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 2 contracts
Samples: Commitment Agreement and Fifth Amendment to Fourth Amended and Restated Credit Agreement (Ensco PLC), Credit Agreement (Ensco PLC)
Amendments Generally. No Subject to the provisions of Section 10.1(e), (f), and (g) hereof, no amendment or waiver of of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal of, hereunder or interest on, the Notes or any fees or other amounts payable hereunder;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by the Administrative Agent in addition pursuant to the Banks required above to take such actionthis Agreement or otherwise, affect the rights of new loans or duties other Indebtedness having any priority over any of the Administrative Agent Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), (B) change Section 2.10(c) of this Agreement or Section 6.1 of the Security Agreement or (C) advance the date fixed for, or increase, any scheduled installment of principal due to any of the Lenders under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.;
Appears in 2 contracts
Samples: Credit Agreement (Rimini Street, Inc.), Credit Agreement (Rimini Street, Inc.)
Amendments Generally. No Subject to the provisions of Section 10.1(e) and (f) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (AB) take advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.01, (D) release any Guaranty 10.1 (other than as set forth in Section 9.01(c10.1(c)) and (E) modify Section 2.14(a) or, subject to the terms of this Agreement, the definition of Required Lenders, the definition of Required Revolving Lenders or any provision of Section 2.15(aproviding for consent or other action by all Lenders; or
(vii) that deals with discharge any Credit Party from its respective payment Obligations under the ratable treatment Loan Documents, or release all or substantially all of the Banks;
Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; it being agreed that (iiiX) no all Lenders shall be deemed to be directly and adversely affected by an amendment, waiver or consent shallsupplement described in the preceding clauses (iv)(B), unless (v), (vi) or (vii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity, as determined in writing and signed by the Issuing Banks good faith judgment of Agent, to receive the most-favorable treatment under or in addition to connection with the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no applicable amendment, waiver or consent shallsupplement described in the preceding clause (iv) (other than the right to receive customary administrative agency, unless arranging, underwriting and other similar fees) that is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in writing any new loans or other Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and signed adversely affected by the Administrative Agent in addition to the Banks required above to take such actionamendment, affect the rights waiver or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretosupplement.
Appears in 2 contracts
Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and Prologis or the applicable Loan Party, as the case may be, and then acknowledged by Global 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 that:
that (ix) to the extent an amendment or waiver of any provision of this Agreement or any other Loan Document only affects a specific Tranche, then such amendment or waiver shall be effective with the written consent of the applicable Tranche Required Lenders and Prologis and acknowledged by Global Administrative Agent and the applicable Funding Agent; and (y) no amendment, waiver or consent shall, unless :
(a) extend or increase the Commitment (except for adjustments from time to time in writing and signed by all the Banks affected thereby, do accordance with this Agreement) of any of the following: Lender (A) waive any of the conditions specified in Article III, (B) increase or extend reinstate any Commitment of any Bank Lender terminated pursuant to Section 12.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or subject any Bank other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any additional obligation, Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(Cc) forgive or reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or L/C Borrowing, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone without the written consent of each Lender and/or Agent directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any date fixed for obligation of any payment Borrower to pay interest or Letter of principal of, or interest on, Credit Fees at the Notes or any fees or other amounts payable hereunderDefault Rate;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (Bd) change Section 6.8.4 or Section 6.9 in a manner that would alter the percentage pro rata sharing of payments required thereby without the Commitments or written consent of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Bankseach affected Lender;
(iiie) no amendment, waiver or amend the definition of “Alternative Currency” for any Tranche without the written consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Documenteach Applicable Tranche Lender;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 2 contracts
Samples: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis)
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Required Lenders and Prologis or the Majority Banksapplicable Loan Party, as the case may be, and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) that no amendment, waiver or consent shall, unless in writing and signed by all :
(a) extend or increase the Banks affected thereby, do Commitment of any of the following: Lender (A) waive any of the conditions specified in Article III, (B) increase or extend reinstate any Commitment of any Bank Lender terminated pursuant to Section 9.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or subject any Bank other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any additional obligation, Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(Cc) forgive or reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone without the written consent of each Lender directly affected thereby; provided that only the consent of Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any date fixed for obligation of any payment of principal of, or Borrower to pay interest on, at the Notes or any fees or other amounts payable hereunderDefault Rate;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (Bd) change Section 3.8.4 or 3.9 in a manner that would alter the percentage pro rata sharing of payments required thereby without the Commitments or written consent of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Bankseach affected Lender;
(iiie) no amendment, waiver amend the definition of “Alternative Currency” or “Additional Alternative Currency” without the written consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Documenteach Lender;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No Subject to the provisions of Section 10.1(e), (f), and (g) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Agent Fee Letter, any Control Agreement, any Mortgage, any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: (A) take Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any action which requires the signing of all the Banks pursuant to the terms of any Loan DocumentObligations or otherwise), (B) change the percentage Section 2.10(c) or Section 10.11(b) of this Agreement or Section 6.1 of the Commitments Guaranty and Security Agreement or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01advance the date fixed for, (D) release or increase, any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or scheduled installment of principal due to any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks Lenders under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No amendment or waiver of any provision of this Agreement or any other Term Loan Document, nor and no consent to any departure by any Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and each Borrower or the applicable Loan Party, as the case may be, and then 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 that:
that (ix) the Administrative Agent and the Company may, with the consent of the other (and without the consent of any Lender), amend, modify or supplement this Agreement and any other Term 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 Lender and (y) no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(ii) extend or increase the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender (or subject reinstate any Bank Commitment theretofore terminated pursuant here) without the written consent of such Lender;
(iii) postpone any date fixed by this Agreement or any other Term Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any additional obligation, of them) hereunder or under any other Term Loan Document without the written consent of each Lender directly affected thereby;
(Civ) reduce or forgive or reduce the pricing of, principal of, or the rate of interest onspecified herein on or any prepayment premium under Section 2.08(a) or any Change of Control Prepayment Premium applicable to, the Notes any Loan, or (subject to subsection (b) below) any fees or other amounts payable hereunderhereunder or under any other Term Loan Document without the written consent of each Lender directly affected thereby; provided, and (D) postpone any date fixed for any payment of principal ofhowever, or interest on, that only the Notes or any fees or other amounts payable hereunder;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take Required Lenders shall be necessary to amend any action which requires the signing default rate of all the Banks pursuant interest provided for herein or to the terms waive any obligation of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them Borrower to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Bankspay interest at a default rate;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amendedchange Section 2.11, Section 2.12 or rights or privileges thereunder waived, Section 8.03 in a writing executed only manner that would alter the pro-rata sharing of payments required thereby without the written consent of each Lender;
(vi) 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;
(vii) release any Borrower or any Material Loan Party from its or their obligations under the Term Loan Documents without the written consent of each Lender (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05);
(viii) release all or substantially all of the Collateral securing the Term Loan Obligations hereunder 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 as provided in the Intercreditor Agreement);
(ix) effect any waiver, amendment or modification of Section 7.08(a) with respect to the subordination provisions of any Indebtedness, without the prior written consent of each Lender; or
(x) require any Lender to purchase any portion of the loans outstanding under the ABL Credit Agreement as contemplated by the parties theretoIntercreditor Agreement without the written consent of such Lender.
Appears in 1 contract
Samples: Senior Secured Term Credit Agreement (Duane Reade Inc)
Amendments Generally. No Subject to the provisions of Section 10.1(e), (f) and (g) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letters, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower Representative and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document), or other modification, or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrowers, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: (A) take Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any action which requires the signing of all the Banks pursuant to the terms of any Loan DocumentObligations or otherwise), or (B) change advance the percentage date fixed for, or increase, any scheduled installment of principal due to any of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks Lenders under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and Prologis or the applicable Loan Party, as the case may be, and then acknowledged by Global 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 that:
that (ix) to the extent an amendment or waiver of any provision of this Agreement or any other Loan Document only affects a specific Tranche, then such amendment or waiver shall be effective with the written consent of the applicable Tranche Required Lenders and Prologis and acknowledged by Global Administrative Agent and the applicable Funding Agent; and (y) no amendment, waiver or consent shall, unless :
(a) extend or increase the Commitment (except for adjustments from time to time in writing and signed by all the Banks affected thereby, do accordance with this Agreement) of any of the following: Lender (A) waive any of the conditions specified in Article III, (B) increase or extend reinstate any Commitment of any Bank Lender terminated pursuant to Section 12.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or subject any Bank other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any additional obligationLender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) other than as set forth in Section 1.10, (C) forgive or Section 7.3.1 and Section 14.1.3, reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or L/C Borrowing, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone without the written consent of each Lender and/or Agent directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend any date fixed for of the definitions of “Default Rate” or “Sustainability Metric” or to waive any payment obligation of principal of, any Borrower to pay interest or interest on, Letter of Credit Fees at the Notes or any fees or other amounts payable hereunderDefault Rate;
(d) change Section 6.8.4 or Section 6.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(e) [Reserved].
(f) change any provision of this Section 14.1, the definition of “Required Lenders”, “Tranche Required Lenders”, “U.S. Required Lenders”, “Euro Required Lenders”, or “Supplemental Required Lenders” or any other provision hereof specifying the number or percentage of the aggregate Lenders (or of the Lenders in a particular Tranche) required to amend, waive or otherwise modify any rights hereunder (or under such Tranche) or make any determination or grant any consent hereunder (or under such Tranche) without the written consent of each Lender (or each Lender in such Tranche);
(g) waive the requirements of Section 10.13 or authorize Global Administrative Agent to release (i) Prologis from the Prologis Guaranty or (ii) no amendmentexcept to the extent a General Partner Guaranty is not required pursuant to Section 10.13(a), waiver or General Partner from any General Partner Guaranty, in each case, without the written consent shallof each Lender; and
(h) release any Affiliate Borrower that has outstanding Obligations without the written consent of each Applicable Tranche Lender. and provided, unless in writing and signed by all the Banksfurther, do any of the followingthat: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks applicable L/C Issuer in addition to the Banks Lenders required above to take such actionabove, 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; (B) no amendment, waiver or consent shall, unless in writing and signed by each applicable Swing Line Lender (if any) or Fronting Lender in addition to Lenders required above, affect the Issuing Banks rights or duties of such Swing Line Lender or such Fronting Lender, as applicable, under any Loan Document;
this Agreement; and (ivC) no amendment, waiver or consent shall, unless in writing and signed by the Administrative applicable Agent in addition to the Banks Lenders required above to take such actionabove, affect the rights or duties of such Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended (other than pursuant to Section 6.10), nor the principal amount of the Loans owed to such Lender reduced, or the final maturity thereof extended (other than pursuant to Section 6.10), nor this sentence amended, in each case, without the consent of such Lender. Notwithstanding any other provision of this Agreement, any changes to any definitions in the Loan Documents pursuant to a Supplemental Addendum that do not adversely affect any Lenders (other than Lenders party to the Supplemental Addendum) shall be effective upon the execution of such Supplemental Addendum pursuant to Section 6.14. For purposes of this paragraph, the addition of a Supplemental Tranche shall not be deemed as having an adverse effect on any Lender, so long as the requirements of Section 6.14 have been satisfied. In addition, notwithstanding any other provision of this Agreement, Prologis and Global Administrative Agent under may, without the consent of any other Credit Party, enter into such amendments to any provision of this Agreement or any other Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waivedDocument as Global Administrative Agent may, in a writing executed only its reasonable opinion, determine to be necessary or appropriate (I) in connection with the establishment of any Supplemental Tranche or other additional tranche so long as such amendment does not adversely affect any Lender or (II) to correct any ambiguity, omission or error herein, and, upon execution thereof by Prologis and Global Administrative Agent, any such amendment shall be binding on all of the parties theretohereto.
Appears in 1 contract
Amendments Generally. No amendment Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Borrower of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders, which consent, approval or waiver of any provision of any Loan Document(as applicable), nor consent or other action permitted to any departure be taken by any Loan Party therefromthe Required Lenders hereunder, shall in any event be effective unless binding on the same shall be in writing Agent (subject to §14.10) and signed by the Majority BanksLenders. Notwithstanding the foregoing, and then no such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) no amendment, waiver or consent shallshall result in: (a) except as specifically provided in §4.6(b), unless a reduction in writing and signed by all the Banks affected therebyrate of interest on the Notes (other than a reduction or waiver of default interest) without the written consent of each Lender entitled to receive such amount; provided, do however, that for the avoidance of doubt, an amendment to 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 Advance, shall require the consent of the following: Required Lenders; (Ab) waive any an increase in the amount of the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender without the written consent of such Lender; (c) a forgiveness, reduction, or subject waiver of the principal of any Bank unpaid Advance or any interest thereon or fee payable under the Loan Documents due to the Lenders (or any of them) (other than a reduction or waiver of default interest) without the written consent of each Lender entitled to receive such payment; provided, however, that for the avoidance of doubt, an amendment to any additional obligationfinancial covenant hereunder (or any defined term used therein), (C) forgive or even if the effect of such amendment would be to reduce the pricing of, principal of, or rate of interest on, the Notes on any Advance or reduce any fees or other amounts fee payable hereunder, and shall require the written consent of the Required Lenders; (Dd) postpone a change in the amount of any fee payable to a Lender hereunder without the written consent of each Lender entitled to receive such payment; (e) the postponement of any date fixed for any payment of principal of, of or interest on, on the Notes Loan or fee payable under the Loan Documents due to the Lenders (or any fees of them) without the written consent of each Lender entitled to receive such payment; (f) an extension of the Maturity Date with respect to the Commitment and Advances of any Lender without the written consent of such Lender; (g) a change in the manner of distribution of any payments to the Lenders or the Agent without the written consent of each Lender directly and adversely affected thereby; (h) the release of Borrower or any Subsidiary Guarantor except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders without the written consent of all Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by Borrower other amounts payable hereunder;
than based on its Commitment Percentage without the written consent of all Lenders; (iik) an amendment to this § 27 without the written consent of all Lenders; (l) an amendment or modification to the definition of Unencumbered Asset Pool Availability (or any defined term referenced therein) which would result in an increase in availability derived from Leased Assets without the written consent of all Lenders; or (m) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action without the written consent of all Lenders. The provisions of § 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall, unless in writing hereunder (and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed which by its terms requires the Issuing Banks in addition to consent of all Lenders or each affected Lender may be effected with the Banks required above to take such action, affect the rights or duties consent of the Issuing Banks under any Loan Document;
applicable Lenders other than Defaulting Lenders), except that (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(vx) the Fee Letters Commitment of any Defaulting Lender may not be amendedincreased or extended without the consent of such Lender and (y) any waiver, amendment or rights modification requiring the consent of all Lenders or privileges thereunder waived, in a writing executed only each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the parties theretoconsent of such Defaulting Lender.
Appears in 1 contract
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and Prologis or the applicable Loan Party, as the case may be, and then acknowledged by Global 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 that:
that (ix) to the extent an amendment or waiver of any provision of this Agreement or any other Loan Document only affects a specific Tranche, then such amendment or waiver shall be effective with the written consent of the applicable Tranche Required Lenders and Prologis and acknowledged by Global Administrative Agent and the applicable Funding Agent; and (y) no amendment, waiver or consent shall, unless :
(a) extend or increase the Commitment (except for adjustments from time to time in writing and signed by all the Banks affected thereby, do accordance with this Agreement) of any of the following: Lender (A) waive any of the conditions specified in Article III, (B) increase or extend reinstate any Commitment of any Bank Lender terminated pursuant to Section 12.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or subject any Bank other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any additional obligationLender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) other than as set forth in Section 1.10, (C) forgive or Section 7.3.1 and Section 14.1.3, reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or L/C Borrowing, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, without the written consent of each Lender and/or Agent directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend any of the definitions of “Default Rate”, “Sustainability Metric” and (D) postpone “Sustainability Metric Percentage” or to waive any date fixed for obligation of any payment Borrower to pay interest or Letter of principal of, or interest on, Credit Fees at the Notes or any fees or other amounts payable hereunderDefault Rate;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (Bd) change Section 6.8.4 or Section 6.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(e) [Reserved].
(f) change any provision of this Section 14.1, the definition of “Required Lenders”, “Tranche Required Lenders”, “U.S. Required Lenders”, “Euro Required Lenders”, or “Supplemental Required Lenders” or any other provision hereof specifying the number or percentage of the Commitments aggregate Lenders (or of the aggregate unpaid principal amount of the Notes which shall be Lenders in a particular Tranche) required for the Banks to amend, waive or otherwise modify any of them to take any action rights hereunder (or under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(asuch Tranche) or make any provision determination or grant any consent hereunder (or under such Tranche) without the written consent of Section 2.15(a) that deals with the ratable treatment of the Bankseach Lender (or each Lender in such Tranche);
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No Except as expressly provided herein below, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by the Administrative Agent on behalf of the Required Lenders upon receipt of a consent and direction letter from the Required Lenders) and the Borrowers or the applicable Loan Party, as the case may be, and then 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 provided, however, that:
(i) no No such amendment, waiver or consent shall, unless in writing and signed by shall be effective without the written consent of all Lenders where the Banks affected thereby, do any of the following: effect would be to:
(A) waive amend the definition of “Pro Rata Share” or change any provision of this Agreement regarding pro rata sharing or pro rata funding with respect to (i) the making of advances (including participations), (ii) the manner of application of payments or prepayments of principal, interest or fees, (iii) the manner of application of reimbursement obligations from drawings under Letters of Credit, or (iv) the manner of reduction of Commitments and committed amounts, except that nothing contained herein shall limit (A) an “amend and extend” of some, but not all, of the conditions specified Commitments under a credit facility hereunder and the establishment of differing interest rates or maturities in Article IIIrespect thereof, (B) increase or extend any Commitment a termination of any Bank or subject any Bank to any additional obligationCommitments held by a Defaulting Lender, (C) forgive or reduce the pricing of, principal of, or rate of interest on, the Notes or any fees changes resulting solely from increases or other amounts payable hereunder, changes in the Aggregate Commitments permitted hereunder or otherwise approved pursuant to this Section 11.01 and to reflect the addition of any Loans or extensions of credit permitted hereunder or (D) postpone a purchase by the Borrowers at a discount of the loans and obligations hereunder as herein provided or otherwise on terms and conditions acceptable to the Required Lenders;
(B) amend the definitions of “Required Lenders” or “Super-Majority Lenders” to reduce the percentages set forth in such defined terms or amend any date fixed for provision of this Section 11.01(a) to reduce the percentages of Lenders required to provide any payment amendment, waiver or consent; and
(C) release all or substantially all of principal ofthe Collateral, or interest onrelease all or substantially all of the Guarantors from their guaranty obligations, except as expressly provided herein or in the Notes other Loan Documents, or any fees otherwise appropriate in connection with transactions permitted hereunder, provided that it is understood and agreed that additional tranches or other amounts payable additional extensions of credit established pursuant to the terms of this Agreement may be equally and ratably secured (or secured on a junior basis) by the Collateral securing the loans and obligations hereunder;
(ii) no such amendment, waiver or consent shall, unless in writing and signed by all shall be effective without the Banks, do any written consent of each Lender directly affected thereby (whose consent shall be sufficient therefor without the consent of the following: Required Lenders) where the effect would be to:
(A) take any action which requires extend the signing of all the Banks pursuant to the terms scheduled final maturity of any Loan Document, of such Lender;
(B) change waive, reduce or postpone any scheduled repayment (but not prepayment) in respect of such Lender’s Loans;
(C) reduce the percentage rate of interest on any Loan or any fee payable hereunder or prepayment of any premium payable hereunder to such Lender, provided that for purposes hereof, neither the amendment or waiver of application of the Commitments Default Rate nor the amendment, modification or waiver of the aggregate unpaid financial covenants or the financial covenant definitions hereunder shall be considered to constitute a reduction in the rate of interest or fees, even if the effect thereof would be to reduce the rate of interest or fees otherwise payable hereunder;
(D) extend the time for payment of any interest or fees or prepayment premium owing to such Lender;
(E) reduce or forgive the principal amount of the Notes which shall be required for the Banks any Loan of such Lender or any reimbursement obligation in respect of them any Letter of Credit (except by virtue of any waiver of a prepayment owing to take such Lender);
(F) increase the Commitment of such Lender hereunder; provided that in no event shall an amendment, modification, termination, waiver or consent with respect to any action under mandatory prepayment, condition precedent, covenant, Default or Event of Default be considered an increase in Commitments and that an increase in the available portion of any Loan DocumentCommitment of any Lender or any rescission of the acceleration of the Loans shall not constitute an increase in Commitments;
(G) amend, modify, terminate or waive any provision of, Section 9.03 or clause (Ca) of this Section 11.01 as to such Lender (except as expressly provided herein with respect to any Incremental Credit Facility, including technical amendments with respect to the establishment of additional tranches or additional extensions of credit pursuant to this Agreement to provide protective provisions hereunder of substantially the type afforded those tranches and extensions of credit on the Closing Date and except for, solely in respect of clause (a) of this Section 11.01, technical amendments which do not adversely affect the rights of any Lender);
(H) amend the definition of “Required Lenders”, “Super-Majority Lenders” or “Pro Rata Share” (except for technical amendments with respect to the establishment of additional tranches or additional extensions of credit pursuant to this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(cAgreement to provide for substantially the same kind of treatment afforded those tranches and extensions of credit on the Closing Date)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;; or
(iii) [Reserved];
(iv) unless also signed by the Super-Majority Lenders, no such amendment, waiver or consent shallshall be effective that would (A) amend any definition of a Borrowing Base (and the defined terms used in such definitions) if the effect of such amendment is to increase any advance rate or otherwise make more credit available or to add new types of Collateral thereunder, or (B) amend the definition of Excess Availability or any definition of Availability or any defined term used in such definitions;
(v) unless also consented to in writing and signed by an L/C Issuer, no such amendment, waiver or consent shall 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;
(vi) unless also consented to in writing by the Issuing Banks in addition to the Banks required above to take Swing Line Lender, no such actionamendment, waiver or consent shall affect the rights or duties of the Issuing Banks Swing Line Lender under any Loan Documentthis Agreement;
(ivvii) unless also consented to in writing by the Administrative Agent, no such amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and
(viii) unless also consented to in writing by the Collateral Agent, no such amendment, waiver or consent shall affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document; and provided further 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, except that:
(A) the Commitment of a Defaulting Lender may not be increased or extended and the principal amount of the Loans or L/C Borrowings of the Defaulting Lender may not be reduced or forgiven, and
(B) the rate of interest for the Defaulting Lender may not be reduced (except as expressly provided in clause (a)(i)(C) above) in a way that would affect a Defaulting Lender more adversely than the other affected Lenders, without, in any such case, the consent of the Defaulting Lender,
(ix) 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 supersede the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding, and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letters, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Loan Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrowers and acknowledged by the Agent and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrowers and acknowledged by Agent, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend any the Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to subsection 8.2(a));
(ii) postpone or delay any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (AB) take advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.0110 or definition of Required Lenders, or any provision providing for consent or other action by all Lenders; or
(vii) discharge any Credit Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; it being agreed that all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv), (D) release any Guaranty (other than as set forth in Section 9.01(c)v) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretovi).
Appears in 1 contract
Samples: Credit Agreement (Cryolife Inc)
Amendments Generally. No Subject to the provisions of Section 10.1(e), (f), and (g) hereof, no amendment or waiver of of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunder, and (D) postpone hereunder or under any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderLoan Document;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), (AB) take change Section 2.10(c) of this Agreement or Section 6.1 of the Security Agreement or (C) advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.01, (D) release any Guaranty 10.1 (other than as set forth in Section 9.01(c10.1(c)) and (E) modify Section 2.14(a) or, subject to the terms of this Agreement, the definition of Required Lenders or any provision of Section 2.15(a) that deals with the ratable treatment of the Banksproviding for consent or other action by all Lenders;
(iiivii) no discharge any Credit Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; or
(viii) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Credit Documents, to any other Indebtedness or Lien (including, without limitation, any Indebtedness or Lien issued under this Agreement or any other Agreement), as the case may be, without the consent of each Lender directly and adversely affected thereby; it being agreed that (X) all Lenders shall be deemed to be directly and adversely affected by an amendment, waiver or consent shallsupplement described in the preceding clauses (iv)(B), unless (v), (vi) or (vii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity, as determined in writing and signed by the Issuing Banks good faith judgment of Agent, to receive the most-favorable treatment under or in addition to connection with the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no applicable amendment, waiver or consent shallsupplement described in the preceding clause (iv) (other than the right to receive customary administrative agency, unless arranging, underwriting and other similar fees) that is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in writing any new loans or other Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and signed adversely affected by the Administrative Agent in addition to the Banks required above to take such actionamendment, affect the rights waiver or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretosupplement.
Appears in 1 contract
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Required Lenders and Prologis or the Majority Banksapplicable Loan Party, as the case may be, and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatthat no amendment, waiver or consent shall:
(ia) extend or increase the Commitment (except for adjustments from time to time in accordance with this Agreement) of any Lender (or reinstate any Commitment of any Lender terminated pursuant to Section 9.2) without the written consent of such Lender; 57 Prologis, L.P. Term Loan Agreement
(b) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided that only the consent of Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of Prologis to pay interest at the Default Rate;
(d) change Section 3.8.4 or 3.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(e) change any provision of this Section 11.1, the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of the 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
(f) authorize Administrative Agent to release Prologis or General Partner from its obligations hereunder without the written consent of each Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: (A) waive any of the conditions specified in Article III, (B) increase or extend any Commitment of any Bank or subject any Bank to any additional obligation, (C) forgive or reduce the pricing of, principal of, or rate of interest on, the Notes or any fees or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks Administrative Agent in addition to the Banks Lenders required above to take such actionabove, affect the rights or duties of the Issuing Banks Administrative Agent under this Agreement or any other Loan Document;
(iv) . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shallhereunder, unless except that the Commitment of such Lender may not be increased or extended, nor the principal amount of the Loans owed to such Lender reduced, or the final maturity thereof extended, nor this sentence amended, in writing each case, without the consent of such Lender. In addition, notwithstanding any other provision of this Agreement, Prologis and signed by the Administrative Agent may, without the consent of any other Credit Party, enter into such amendments to any provision of this Agreement or any other Loan Document as Administrative Agent may, in addition its reasonable opinion, determine to the Banks required above be necessary or appropriate to take correct any ambiguity, omission or error herein or therein, and, upon execution thereof by Prologis and Administrative Agent, any such action, affect the rights or duties amendment shall be binding on all of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretohereto.
Appears in 1 contract
Amendments Generally. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Required Lenders and Borrower or the Majority Banksapplicable Loan Party, as the case may be, and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 5.01 (other than Section 5.01(d)) without the written consent of each Lender;
(ii) without limiting the generality of clause (a) above, waive any condition set forth in Section 5.02 as to any Credit Extension under a particular Facility without the written consent of the conditions specified in Article IIIRequired Revolving Lenders or the Required Term Lenders, as the case may be;
(Biii) extend or increase or extend any the Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to Section 9.02) without the written consent of such Lender;
(iv) postpone any additional obligationdate 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 (Cor any of them) forgive hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(v) reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or L/C Borrowing, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, and without the written consent of each Lender directly affected thereby; provided, however, that only the consent of Required Lenders shall be necessary to (Di) postpone amend the definition of “Default Rate” or to waive any date fixed for any payment obligation of principal of, Borrower to pay interest or interest on, Letter of Credit Fees at the Notes Default Rate or any fees or other amounts payable hereunder;
(ii) no amendment, waiver amend any financial covenant in the Loan Documents including Section 8.15 (or consent shall, unless in writing and signed by all any defined term used therein) even if the Banks, do any effect of such amendment would be to reduce the following: (A) take any action which requires the signing rate of all the Banks pursuant to the terms of interest on any Loan Document, (B) change or L/C Borrowing or to reduce any fee payable under the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(cDocuments)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No Subject to the provisions of Section 10.1(c) and (d) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower Representative and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrowers, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (AB) take advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.0110.1 or, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) subject to the terms of this Agreement, the definition of Required Lenders, or any provision of Section 2.15(aproviding for consent or other action by all Lenders; or
(vii) that deals with discharge any Credit Party from its respective payment Obligations under the ratable treatment Loan Documents, or release all or substantially all of the Banks;
Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; it being agreed that (iiiX) no all Lenders shall be deemed to be directly and adversely affected by an amendment, waiver or consent shallsupplement described in the preceding clauses (iv)(B), unless (v), (vi) or (vii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity, as determined in writing and signed by the Issuing Banks good faith judgment of Agent, to receive the most-favorable treatment under or in addition to connection with the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no applicable amendment, waiver or consent shallsupplement described in the preceding clause (iv) (other than the right to receive customary administrative agency, unless arranging, underwriting and other similar fees) that is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in writing any new loans or other Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and signed adversely affected by the Administrative Agent in addition to the Banks required above to take such actionamendment, affect the rights waiver or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretosupplement.
Appears in 1 contract
Amendments Generally. No Subject to the provisions of Section 10.1(e) and (f) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Mortgage, any letter of credit reimbursement or any similar agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing of, Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document;
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority, waiver order of application or consent shallpro rata treatment of any payments (including prepayments), unless Liens, proceeds of Collateral or reductions in writing and signed by all Commitments (including as a result in whole or in part of allowing the Banksissuance or incurrence, do pursuant to this Agreement or otherwise, of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (AB) take advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.01, (D) release any Guaranty 10.1 (other than as set forth in Section 9.01(c10.1(c)) and (E) modify Section 2.14(a) or, subject to the terms of this Agreement, the definition of Required Lenders, the definition of Required Revolving Lenders or any provision of Section 2.15(a) that deals with the ratable treatment of the Banksproviding for consent or other action by all Lenders;
(iiivii) no (x) amend Section 10.8 or otherwise discharge any Credit Party from its respective payment Obligations under the Loan Documents, or except as expressly permitted under this Agreement as in effect on the Fourth Amendment Effective Date, or (y) release all or substantially all of the Collateral, except as otherwise may bein the case of this clause (y) in connection with the payment in full of all Obligations as provided for in this Agreement oron the other Loan DocumentsFourth Amendment Effective Date; or
(viii) subordinate the Liens securing any portion of the Obligations or subordinate the priority of the payment of any Obligations without the consent of each Lender affected thereby; it being agreed that (X) all Lenders shall be deemed to be directly and adversely affected by an amendment, waiver or consent shallsupplement described in the preceding clauses (iv)(B), unless (v), (vi), (vii) or (viii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity, as determined in writing and signed by the Issuing Banks good faith judgment of Agent, to receive the most-favorable treatment that is provided to any other Person under or in addition to connection with the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no applicable amendment, waiver or consent shallsupplement described in the preceding clauses (iv) (other than the right to receive customary administrative agency, unless arranging, underwriting and other similar fees) or (viii), including the opportunity to participate on a pro rata basis on the same terms in writing any new loans or other Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and signed adversely affected by the Administrative Agent in addition to the Banks required above to take such actionamendment, affect the rights waiver or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretosupplement.
Appears in 1 contract
Amendments Generally. No Subject to the provisions of Section 10.1(e) and (f) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Mortgage, or any letter of credit reimbursement or any similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority, waiver order of application or consent shallpro rata treatment of any payments (including voluntary and mandatory prepayments), unless Liens, proceeds of Collateral or reductions in writing and signed by all Commitments (including as a result in whole or in part of allowing the Banksissuance or incurrence, do pursuant to this Agreement or otherwise, of new loans or other Indebtedness having any priority over any of the following: (A) take Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any action which requires the signing of all the Banks pursuant to the terms of any Loan DocumentObligations or otherwise), or (B) change advance the percentage date fixed for, or increase, any scheduled installment of principal due to any of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks Lenders under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No amendment or waiver Subject to the provisions of Section 9.1(d) hereof and except as otherwise set forth in this Agreement and any provision of any other Loan Document, neither this Agreement nor any other Loan Document (other than the Fee Letter pursuant to its terms) nor any terms hereof or thereof may be amended, waived, supplemented or otherwise modified except in accordance with the provisions of this Section 9.1. With the Agent’s acknowledgement, the Required Lenders may, or, with the written consent of the Required Lenders, the Agent shall, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements, waivers, consents or modifications hereto and to the other Loan Documents for the purpose of adding any departure by any provisions to this Agreement or the other Loan Party therefrom, shall Documents or changing in any event be effective unless manner the same rights of the Lenders or the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement, consent or modification shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatdirectly:
(i) no amendmentwithout the written consent of each Lender directly and adversely affected thereby (or by the Agent with the consent of all the Lenders directly and adversely affected thereby):
(A) reduce or forgive the principal of any Loan or Letter of Credit;
(B) extend the date of any scheduled amortization payment or the final scheduled maturity date or termination date, as the case may be, of any Loan or Commitment (other than as a result of a waiver or amendment of any Default, Event of Default or mandatory prepayment or mandatory commitment reduction (which shall not constitute an extension, forgiveness or postponement of any maturity date)); provided that the foregoing shall not apply to extensions effected in accordance with Section 1.14; provided, further, that for the avoidance of doubt, mandatory prepayments pursuant to Section 1.8 may be postponed, delayed, reduced, waived or modified with the consent shallof Required Lenders;
(C) reduce the amount of any fee or other amount payable hereunder or under any other Loan Document or reduce the stated interest rate applicable to the Loans and/or any Letters of Credit (it being understood that any change (x) to the definition of “First Lien Leverage Ratio,” “Senior Secured Leverage Ratio” or “Total Leverage Ratio” or (y) in the component definitions thereof shall not constitute a reduction in the rate); provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of any Borrower to pay interest at the “default rate,” (ii) to amend Section 1.3(c) or (iii) to waive any requirement of Section 1.12(a);
(D) extend, unless forgive or postpone the date for the payment of any interest or fee payable hereunder or under any other Loan Document (other than as a result of waiving the applicability of any post-default increase in writing interest rates and signed by all other than as a result of a waiver or amendment of any Default, Event of Default or mandatory prepayment or mandatory commitment reduction (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal, interest or fees));
(E) extend the Banks affected therebyfinal expiration date of any Lender’s Commitment (provided that any Lender, do upon the request of the Parent Borrower, may extend the final expiration date of its Commitments without the consent of any other Lender, including the Required Lenders);
(F) extend the final expiration date of any Letter of Credit beyond the date specified in Section 1.1(c)(i);
(G) increase or reinstate the Commitment of any Lender (other than (i) with respect to any Incremental Facility to which such Xxxxxx has agreed, (ii) as a result of waiving the conditions precedent set forth in Article III or (iii) as a result of a waiver or amendment of any Default or Event of Default (which shall not constitute an extension or increase of any commitment));
(H) amend or modify subsection 1.10(c) or 9.11(b) or the priority or pro rata treatment or application of any payments (including voluntary and mandatory prepayments) or advance the date fixed for, or increase, any scheduled installment of principal due to any of the following: (A) waive Lenders under any of the conditions specified in Article III, (B) increase Loan Document or extend any Commitment of any Bank or subject any Bank Reimbursement Obligations owed to any additional obligation, L/C Issuer; or
(CI) forgive or reduce the pricing of, principal of(x) subordinate, or rate have the effect of interest onsubordinating the Obligations under the Loan Documents to any other Indebtedness or other obligation or (y) subordinate, or have the effect of subordinating, the Notes or Liens securing the Obligations under the Loan Documents to Liens securing any fees other Indebtedness or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder;obligation.
(ii) no amendment, waiver or without the written consent shall, unless in writing and signed by all the Banks, do any of the following: each Lender:
(A) take amend, modify or waive any action which requires the signing provision of all the Banks pursuant to the terms of any Loan Document, this Section 9.1;
(B) change modify the percentage percentages specified in the definition of the Commitments term “Required Lenders”;
(C) release all or substantially all of the aggregate unpaid principal amount value of the Notes which shall be required for Guarantors under the Banks Guaranty and Security Agreement (except as expressly permitted by the Guaranty and Security Agreement), or release all or substantially all of the Collateral under the Collateral Documents (except as expressly permitted by the Collateral Documents); or
(D) except in the case of mergers and consolidations permitted by Section 5.3 (or, in the case of a Designated Revolving Borrower, in connection with the termination of a Designated Revolving Borrower’s status as such under Section 1.15), permit the assignment or transfer by any Borrower of any of its rights or obligations under this Agreement;
(iii) (x) modify the definition of “Required Revolving Lenders” or any other provision specifying the number of them Lenders or portion of the Loans or Commitments required to take any action under any the Loan DocumentDocuments, in each case, without the written consent of all Revolving Lenders or (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (Ey) modify Section 2.14(a) or any provision the definition of Section 2.15(a) that deals with “Required Pro Rata Lenders” without the ratable treatment consent of the Banksall Revolving Lenders and all Term A Lenders;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Required Lenders and Prologis or the Majority Banksapplicable Loan Party, as the case may be, and then acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatthat (x) to the extent an amendment or waiver of any provision of this Agreement or any other Loan Document only affects a specific Tranche, then such amendment or waiver shall be effective with the written consent of the applicable Tranche Required Lenders and Prologis and acknowledged by Administrative Agent and (y) no amendment, waiver or consent shall:
(ia) extend or increase the Commitment (except for adjustments from time to time in accordance with this Agreement) of any Lender (or reinstate any Commitment of any Lender terminated pursuant to Section 12.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided that only the consent of Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; 16257277_9
(d) change Section 6.9.4 or 6.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(e) amend the definition of “Alternative Currency” for any Tranche or “Additional Alternative Currency” without the written consent of each Applicable Tranche Lender;
(f) change any provision of this Section 14.1, the definition of “Required Lenders”, “Tranche Required Lenders”, “U.S. Required Lenders”, “Euro Required Lenders”, “Yen Required Lenders” or “Sterling Required Lenders” or any other provision hereof specifying the number or percentage of the aggregate Lenders (or of the Lenders in a particular Tranche) required to amend, waive or otherwise modify any rights hereunder (or under such Tranche) or make any determination or grant any consent hereunder (or under such Tranche) without the written consent of each Lender (or each Lender in such Tranche);
(g) authorize Administrative Agent to release Prologis from the Prologis Guaranty or General Partner from the General Partner Guaranty without the written consent of each Lender;
(h) authorize Administrative Agent to release Prologis from its Obligations as a Borrower or release any Affiliate Borrower that has outstanding obligations under this Agreement from such Obligations without the written consent of each Applicable Tranche Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: (A) waive any of the conditions specified in Article III, (B) increase or extend any Commitment of any Bank or subject any Bank to any additional obligation, (C) forgive or reduce the pricing of, principal of, or rate of interest on, the Notes or any fees or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks Administrative Agent in addition to the Banks Lenders required above to take such actionabove, affect the rights or duties of the Issuing Banks Administrative Agent under this Agreement or any other Loan Document;
(iv) . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shallhereunder, unless except that the Commitment of such Lender may not be increased or extended, nor the principal amount of the Loans owed to such Lender reduced, or the final maturity thereof extended, nor this sentence amended, in writing each case, without the consent of such Lender. In addition, notwithstanding any other provision of this Agreement, Prologis and signed by the Administrative Agent may, without the consent of any other Credit Party, enter into such amendments to any provision of this Agreement or any other Loan Document as Administrative Agent may, in addition its reasonable opinion, determine to the Banks required above be necessary or appropriate to take correct any ambiguity, omission or error herein, and, upon execution thereof by Prologis and Administrative Agent, any such action, affect the rights or duties amendment shall be binding on all of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretohereto.
Appears in 1 contract
Amendments Generally. No Except as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by Prologis or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and Prologis or the applicable Loan Party, as the case may be, and then acknowledged by Global 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 that:
that (ix) to the extent an amendment or waiver of any provision of this Agreement or any other Loan Document only affects a specific Tranche, then such amendment or waiver shall be effective with the written consent of the applicable Tranche Required Lenders and Prologis and acknowledged by Global Administrative Agent and the applicable Funding Agent; and (y) no amendment, waiver or consent shall, unless :
(a) extend or increase the Commitment (except for adjustments from time to time in writing and signed by all the Banks affected thereby, do accordance with this Agreement) of any of the following: Lender (A) waive any of the conditions specified in Article III, (B) increase or extend reinstate any Commitment of any Bank Lender terminated pursuant to Section 12.2) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or subject any Bank other Loan Document for any scheduled payment of principal, interest, fees or other amounts due to any additional obligationLender hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(c) other than as set forth in Section 1.10, (C) forgive or Section 7.3.1 and Section 14.1.3, reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or L/C Borrowing, or any fees or other amounts payable hereunderhereunder or under any other Loan Document, without the written consent of each Lender and/or Agent directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend any of the definitions of “Default Rate”, “Sustainability Metric” and (D) postpone “Sustainability Metric Percentage” or to waive any date fixed for obligation of any payment Borrower to pay interest or Letter of principal of, or interest on, Credit Fees at the Notes or any fees or other amounts payable hereunderDefault Rate;
(d) change Section 6.8.4 or Section 6.9 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(e) [Reserved].
(f) change any provision of this Section 14.1, the definition of “Required Lenders”, “Tranche Required Lenders”, “U.S. Required Lenders”, “Euro Required Lenders”, or “Supplemental Required Lenders” or any other provision hereof specifying the number or percentage of the aggregate Lenders (or of the Lenders in a particular Tranche) required to amend, waive or otherwise modify any rights hereunder (or under such Tranche) or make any determination or grant any consent hereunder (or under such Tranche) without the written consent of each Lender (or each Lender in such Tranche);
(g) waive the requirements of Section 10.13 or authorize Global Administrative Agent to release (i) Prologis from the Prologis Guaranty or (ii) no amendmentexcept to the extent a General Partner Guaranty is not required pursuant to Section 10.13(a), waiver or General Partner from any General Partner Guaranty, in each case, without the written consent shallof each Lender; and
(h) release any Affiliate Borrower that has outstanding Obligations without the written consent of each Applicable Tranche Lender. and provided, unless in writing and signed by all the Banksfurther, do any of the followingthat: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks applicable L/C Issuer in addition to the Banks Lenders required above to take such actionabove, 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; (B) no amendment, waiver or consent shall, unless in writing and signed by each applicable Swing Line Lender (if any) or Fronting Lender in addition to Lenders required above, affect the Issuing Banks rights or duties of such Swing Line Lender or such Fronting Lender, as applicable, under any Loan Document;
this Agreement; and (ivC) no amendment, waiver or consent shall, unless in writing and signed by the Administrative applicable Agent in addition to the Banks Lenders required above to take such actionabove, affect the rights or duties of such Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended (other than pursuant to Section 6.10), nor the principal amount of the Loans owed to such Lender reduced, or the final maturity thereof extended (other than pursuant to Section 6.10), nor this sentence amended, in each case, without the consent of such Lender. Notwithstanding any other provision of this Agreement, any changes to any definitions in the Loan Documents pursuant to a Supplemental Addendum that do not adversely affect any Lenders (other than Lenders party to the Supplemental Addendum) shall be effective upon the execution of such Supplemental Addendum pursuant to Section 6.14. For purposes of this paragraph, the addition of a Supplemental Tranche shall not be deemed as having an adverse effect on any Lender, so long as the requirements of Section 6.14 have been satisfied. In addition, notwithstanding any other provision of this Agreement, Prologis and Global Administrative Agent under may, without the consent of any other Credit Party, enter into such amendments to any provision of this Agreement or any other Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waivedDocument as Global Administrative Agent may, in a writing executed only its reasonable opinion, determine to be necessary or appropriate (I) in connection with the establishment of any Supplemental Tranche or other additional tranche so long as such amendment does not adversely affect any Lender or (II) to correct any ambiguity, omission or error herein, and, upon execution thereof by Prologis and Global Administrative Agent, any such amendment shall be binding on all of the parties theretohereto.
Appears in 1 contract
Amendments Generally. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by the Administrative Agent with the consent of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Borrower or the applicable Loan Party, as the case may be, and then 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 that:
that (ix) the Administrative Agent and the Borrower may, with the consent of the other, 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 or any Lender and (y) no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(ii) extend or increase the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to Section 8.02(a)) without the written consent of such Lender;
(iii) postpone any additional obligationdate 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 (Cor any of them) forgive hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(iv) reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or (subject to subsection (b) below) any fees or other amounts payable hereunderhereunder or under any other Loan Document, and without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (DA) postpone to amend the definition of “Default Rate” or (B) to amend any date fixed for any payment of principal of, or interest on, the Notes financial covenant hereunder (or any fees defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other amounts to reduce any fee payable hereunder;
(iiv) no amendmentchange 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;
(vi) 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, waiver waive or otherwise modify any rights hereunder or make any determination or grant any consent shallhereunder, unless without the written consent of each Lender;
(vii) release all or substantially all of the value of the Guaranty without the written consent of each Lender;
(viii) release in writing and signed by any transaction or series of related transactions all or substantially all of the Banks, do Collateral securing the Credit Obligations without the written consent of each Lender; or
(ix) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the following: (A) take any action which requires the signing written consent of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or Lenders having more than 50% of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth Credit Exposures then in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoeffect.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Corp)
Amendments Generally. No Subject to the provisions of Section 10.1(e) and (f) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) provided, however, that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following: :
(A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a));
(ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing of, Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document;
(iii) reduce the principal of, or the rate of interest onspecified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, the Notes or of any fees or other amounts payable hereunderhereunder or under any other Loan Document, and (D) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunderincluding L/C Reimbursement Obligations;
(iiiv) no amendment(A) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), waiver Liens, proceeds of Collateral or consent shallreductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, unless in writing and signed by all the Bankspursuant to this Agreement or otherwise, do of new loans or other Indebtedness having any priority over any of the following: Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (AB) take advance the date fixed for, or increase, any action which requires scheduled installment of principal due to any of the signing of all the Banks pursuant to the terms of Lenders under any Loan Document, ;
(Bv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes Loans which shall be required for the Banks Lenders or any of them to take any action under any Loan Document, hereunder;
(Cvi) amend this Section 9.01, (D) release any Guaranty 10.1 (other than as set forth in Section 9.01(c10.1(c)) and (E) modify Section 2.14(a) or, subject to the terms of this Agreement, the definition of Required Lenders, the definition of Required Revolving Lenders or any provision of Section 2.15(aproviding for consent or other action by all Lenders; or
(vii) that deals with discharge any Credit Party from its respective payment Obligations under the ratable treatment Loan Documents, or release all or substantially all of the Banks;
Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; it being agreed that (iiiX) no all Lenders shall be deemed to be directly and adversely affected by an amendment, waiver or consent shallsupplement described in the preceding clauses (iv)(B), unless (v), (vi) or (vii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity, as determined in writing and signed by the Issuing Banks good faith judgment of Agent, to receive the most-favorable treatment under or in addition to connection with the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no applicable amendment, waiver or consent shallsupplement described in the preceding clause (iv) (other than the right to receive customary administrative agency, unless arranging, underwriting and other similar fees) that is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in writing any new loans or other Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and signed adversely affected by the Administrative Agent in addition to the Banks required above to take such actionamendment, affect the rights waiver or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretosupplement.
Appears in 1 contract
Samples: Credit Agreement (Iteris, Inc.)
Amendments Generally. No amendment or waiver of any provision of this Agreement or any Loan other Senior Finance Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then 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 that:
that (ix) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Senior Finance Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(ii) extend or increase the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(iii) postpone any additional obligationdate fixed by this Agreement or any other Senior Finance Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (Cor any of them) or any scheduled or reduction of the Commitments hereunder or under any other Senior Finance Document without the written consent of each Lender directly affected thereby;
(iv) forgive or reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or unreimbursed L/C Disbursement, or (subject to subsection (B) below) any fees or other amounts payable hereunderhereunder or under any other Senior Finance Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin 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 Lenders shall be necessary to amend the amount of a default rate set forth in the third sentence of Section 2.05(f), the penultimate sentence of Section 2.05(g), the last sentence of subsections (b) and (Dc) postpone any date fixed for any payment of principal ofSection 2.06, or in Section 2.06(e) or 2.11(b)(iv), or to waive any obligation of the Borrower to pay interest on, the Notes or any fees or other amounts payable hereunderat such default rate;
(iiv) no amendmentchange 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;
(vi) 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, waiver waive or otherwise modify any rights hereunder or make any determination or grant any consent shallhereunder, unless in writing and signed by without the written consent of each Lender;
(vii) release the Borrower or substantially all the Banks, do any of the following: other Loan Parties from its or their obligations under the Senior Finance Documents, without the written consent of each Lender (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05);
(viii) release all or substantially all of the Collateral securing the Senior Obligations hereunder, 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 9.11(i));
(ix) effect any waiver of the conditions to funding any Revolving Loan or to issuing any Letter of Credit in each case after the Closing Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Loans, L/C Obligations and unused Revolving Credit Commitments;
(x) effect any waiver, amendment or modification of Section 7.08(a) with respect to the subordination provisions of any Indebtedness, without the prior written consent of each Lender;
(xi) (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks L/C Issuer under this Agreement or any Loan Document;
Letter of Credit Request relating to any Letter of Credit issued or to be issued by it, without the prior written consent of the L/C Issuer; (ivB) no amendmentaffect the rights or duties of the Swing Line Lender under this Agreement, waiver without the prior written consent of the Swing Line Lender; or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, (C) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, without the prior written consent of the Administrative Agent;
(xii) effect any amendment, modification or waiver of Section 10.07(h) 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;
(xiii) amend the definition of “Interest Period” to permit any Interest Period with a duration longer than six months, without the prior written consent of each affected Lender; and
(vxiv) without the Fee Letters may be amendedconsent of the Required Revolving Lenders, waive any condition set forth in Section 4.02, including as a result of any waiver (or rights amendment having the effect of curing or privileges thereunder waived, in a writing executed only by the parties theretowaiving) any Default or Event of Default.
Appears in 1 contract
Amendments Generally. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by any Loan Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired DIP Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) no amendment, waiver or consent shall, unless in writing and signed by all the Banks DIP Lenders affected thereby, do any of the following: (A) waive any of the conditions specified in Article III, (B) increase or extend any Commitment of any Bank DIP Lender or subject any Bank DIP Lender to any additional obligation, (CB) forgive or reduce the pricing of, principal of, or rate of interest on, the Notes DIP Loans or any fees or other amounts payable hereunder, and (DC) postpone any date fixed for any payment of principal of, or interest on, the Notes DIP Loans or any fees or other amounts payable hereunderhereunder (it being agreed that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment will not constitute a postponement under this clause (C)); provided, however, that only the consent of the Required DIP Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the BanksDIP Lenders, do any of the following: (A) take any action which requires the signing of all the Banks DIP Lenders pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes DIP Loans which shall be required for the Banks DIP Lenders or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and ), (E) modify Section 2.14(a2.10(a) or any provision of Section 2.15(a2.11(a) that deals with the ratable treatment of the BanksDIP Lenders, modify Section 7.03 or any other pro rata sharing provisions of any Loan Document, (F) release all or substantially all of the Collateral or (G) grants a pari passu or senior lien or claim or other interest on any material portion of the Collateral (or subordinate any Lien on any material portion of the Collateral);
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks DIP Agent in addition to the Banks DIP Lenders required above to take such action, affect the rights or duties of the Issuing Banks DIP Agent under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretothereto (and, in the event such modification (x) results in an increase in the amount of any fees and indemnities payable thereunder or (y) adversely affects the rights of any of the DIP Lenders, in each case, the Required DIP Lenders); and
(v) notwithstanding anything herein to the contrary, if the Required DIP Lenders and the Borrowers acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Required DIP Lenders and the Borrowers 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 or such other Loan Document.
(vi) notwithstanding anything herein to the contrary, extensions to time periods required for delivery of any Initial Approved Budget or Budget Update, as set forth in Section 5.01(k), may be granted by electronic mail from the Required DIP Lender’s counsel.
(vii) notwithstanding anything herein to the contrary, other than any amendment or waiver governed by this Section 9.01 or in any other Loan Document, any consent required to be specified by the Required DIP Lenders hereunder or in any other Loan Document may be granted by DIP Lender Professional on behalf of the Required DIP Lenders, and such consent may be provided to the Borrowers by electronic mail from the Required DIP Lender’s counsel.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Valaris PLC)
Amendments Generally. No amendment or waiver of any provision of this Agreement or any Loan other Senior Finance Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then 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 that:
that (ix) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Senior Finance Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(ii) extend or increase the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(iii) postpone any additional obligationdate fixed by this Agreement or any other Senior Finance Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (Cor any of them) or any scheduled or reduction of the Commitments hereunder or under any other Senior Finance Document without the written consent of each Lender directly affected thereby;
(iv) forgive or reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or unreimbursed L/C Disbursement, or (subject to subsection (B) below) any fees or other amounts payable hereunderhereunder or under any other Senior Finance Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin 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 Lenders shall be necessary to amend the amount of a default rate set forth in the third sentence of Section 2.05(f), the penultimate sentence of Section 2.05(g), the last sentence of subsections (b) and (Dc) postpone any date fixed for any payment of principal ofSection 2.06, or in Section 2.06(e) or 2.11(b)(iv), or to waive any obligation of the Borrower to pay interest on, the Notes or any fees or other amounts payable hereunderat such default rate;
(iiv) no amendmentchange 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;
(vi) 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, waiver waive or otherwise modify any rights hereunder or make any determination or grant any consent shallhereunder, unless in writing and signed by without the written consent of each Lender;
(vii) release the Borrower or substantially all the Banks, do any of the following: other Loan Parties from its or their obligations under the Senior Finance Documents, without the written consent of each Lender (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05);
(viii) release all or substantially all of the Collateral securing the Senior Obligations hereunder, 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 9.11(i));
(ix) effect any waiver of the conditions to funding any Revolving Loan or to issuing any Letter of Credit in each case after the Closing Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Loans, L/C Obligations and unused Revolving Credit Commitments;
(x) effect any waiver, amendment or modification of Section 7.08(a) with respect to the subordination provisions of any Indebtedness, without the prior written consent of each Lender;
(xi) (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks L/C Issuer under this Agreement or any Loan Document;
Letter of Credit Request relating to any Letter of Credit issued or to be issued by it, without the prior written consent of the L/C Issuer; (ivB) no amendmentaffect the rights or duties of the Swing Line Lender under this Agreement, waiver without the prior written consent of the Swing Line Lender; or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, (C) affect the rights or duties of the Administrative Agent under this Agreement or any Loan other Finance Document, without the prior written consent of the Administrative Agent;
(xii) effect any amendment, modification or waiver of Section 10.07(h) 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;
(xiii) amend the definition of “Interest Period” to permit any Interest Period with a duration longer than six months, without the prior written consent of each affected Lender; and
(vxiv) without the Fee Letters may be amendedconsent of the Required Revolving Lenders, waive any condition set forth in Section 4.02, including as a result of any waiver of (or rights amendment having the effect of curing or privileges thereunder waived, in a writing executed only by the parties theretowaiving) any Default or Event of Default.
Appears in 1 contract
Amendments Generally. No amendment or waiver of any provision of this Agreement or any Loan other Senior Finance Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then 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 that:
that (ix) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Senior Finance Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall, unless in writing and signed by all the Banks affected thereby, do any of the following: :
(Ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(ii) extend or increase the conditions specified in Article III, (B) increase or extend any Commitment of any Bank Lender (or subject reinstate any Bank Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(iii) postpone any additional obligationdate fixed by this Agreement or any other Senior Finance Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (Cor any of them) or any scheduled or reduction of the Commitments hereunder or under any other Senior Finance Document without the written consent of each Lender directly affected thereby;
(iv) forgive or reduce the pricing of, principal of, or the rate of interest specified herein on, the Notes any Loan or unreimbursed L/C Disbursement, or (subject to subsection (B) below) any fees or other amounts payable hereunder, and (D) postpone hereunder or under any date fixed for any payment of principal ofother Senior Finance 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 on, the Notes rate on any Loan or any fees 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 other amounts payable hereunderto waive any obligation of the Borrower to pay interest at such Default Rate;
(iiv) no amendmentchange the third sentence of Section 2.12, waiver Section 2.13 or Section 8.03 in a manner that would alter the pro rata distribution and sharing of payments required thereby without the written consent shallof each Lender;
(vi) 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, unless 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 the Borrower or any other Loan Parties from its or their obligations under the Senior Finance Documents, without the written consent of each Lender (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in writing and signed by compliance with Section 7.05);
(viii) release all the Banks, do any or substantially all of the following: Collateral securing the Senior Obligations hereunder, 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);
(ix) effect any waiver of the conditions to funding any Revolving Credit Loan or to issuing any Letter of Credit in each case after the Closing Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Credit Loans, L/C Obligations and unused Revolving Credit Commitments;
(x) (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks L/C Issuer under this Agreement or any Loan Document;
Letter of Credit Request relating to any Letter of Credit issued or to be issued by it, without the prior written consent of the L/C Issuer; (ivB) no amendmentaffect the rights or duties of the Swing Line Lender under this Agreement, waiver without the prior written consent of the Swing Line Lender; or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, (C) affect the rights or duties of the Administrative Agent under this Agreement or any Loan other Finance Document, without the prior written consent of the Administrative Agent;
(xi) effect any amendment, modification or waiver of Section 10.07(h) 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
(vxii) without the Fee Letters may be amendedconsent of the Required Revolving Lenders, waive any condition set forth in Section 4.02, including as a result of any waiver of (or rights amendment having the effect of curing or privileges thereunder waived, in a writing executed only by the parties theretowaiving) any Default or Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Global Cash Access Holdings, Inc.)
Amendments Generally. No Subject to the provisions of Section 10.1(e) and (f) hereof, no amendment or waiver of, or supplement or other modification (which shall include any direction to Agent pursuant) to, any Loan Document (other than the Fee Letter, any Control Agreement, any Mortgage, or any letter of credit reimbursement or similar agreement or any landlord, bailee or mortgagee agreement) or any provision of any Loan Documentthereof, nor and no consent with respect to any departure by any Credit Party from any such Loan Party therefromDocuments, shall in any event be effective unless the same shall be in writing and signed by the Majority BanksRequired Lenders (or by Agent with the consent of the Required Lenders), and the Borrower Representative and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) that no such waiver, amendment, waiver supplement (including any additional Loan Document) or consent shall, unless in writing and signed by all the Banks Lenders directly and adversely affected thereby (or by Agent with the consent of all the Lenders directly and adversely affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrowers, do any of the following: (A) waive any of the conditions specified in Article III, (Bi) increase or extend the Commitment of such Lender (or reinstate any Commitment of terminated pursuant to Section 8.2(a)); (ii) postpone or delay any Bank or subject any Bank to any additional obligationdate fixed for, (C) forgive or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the pricing ofLenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.8 (other than scheduled installments under Section 2.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders); (iii) reduce the principal of, or the rate of interest on, specified herein (it being agreed that waiver of the Notes default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any fees or other amounts payable hereunder, and (D) postpone any date fixed for any payment of principal ofLoan, or interest on, the Notes or any fees or other amounts payable hereunder;
(ii) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (A) take any action which requires the signing of all the Banks pursuant to the terms of any Loan Document, (B) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Banks or any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty (other than as set forth in Section 9.01(c)) and (E) modify Section 2.14(a) or any provision of Section 2.15(a) that deals with the ratable treatment of the Banks;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under any Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document; and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.any
Appears in 1 contract
Samples: Credit Agreement (Phreesia, Inc.)
