Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall: (a) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or (b) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or (c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (d) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or (e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or (g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or (h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or (i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or (j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 9.1 nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Initial Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder thereunder, or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9(b) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan CommitmentCommitment (except for the extension of the Commitment Termination Date pursuant to Section 2.20), in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII VIII, without the written consent of the then Administrative Agent; or
(div) release any Guarantor from the Borrower Guaranty hereunder or all or substantially all of the Guarantors from obligations any guarantor under the GuarantyGuaranty Agreement (except as otherwise permitted by Sections 5.9, 5.13 or 5.14), without the written consent of all the Lenders; or
(v) cancel or forgive any amounts owing hereunder, without the written consent of all of the Lenders and Hedging Agreement Providersaffected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness Debt without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend or modify the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, Pounds Sterling or “Hedging Agreement Provider” Euro, without the written consent of any Hedging Agreement Provider that would be adversely all the Lenders affected thereby; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; or
(xii) release all or substantially all of the Collateral without the prior written consent of all of the Lenders (except the release of substantially all of the Collateral in connection with the sale of assets permitted hereunder to the extent that the Committed Amount is reduced pursuant to Section 2.6(b)(i) as a result of the sale of such Collateral and the Credit Party Obligations are prepaid as required under Section 2.6(b)(iii)). provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, or the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, or the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Initial Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Initial Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Initial Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (aA) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein, and (bB) the Required Lenders may consent to allow a Credit Party to use cash collateral (excluding cash collateral securing LOC Obligations) in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, at Initial Borrower’s request, Agent may within sixty (60) days thereafter designate another bank or financial institution which is acceptable to Agent in its reasonable discretion (such other bank or financial institution being called a “Replacement Lender”) to purchase the Loans of such Non-Consenting Lender and such Non-Consenting Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Non-Consenting Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Non-Consenting Lender and any other amounts payable to such Non-Consenting Lender under this Credit Agreement, and to assume all the obligations of such Non-Consenting Lender hereunder, and, upon such purchase and assumption (pursuant to a Commitment Transfer Supplement), such Non-Consenting Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Non-Consenting Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Non-Consenting Lender hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral collateral be released except as specifically provided herein or in the Security Documents Agreement or in accordance with the provisions of this Sectionsubsection. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding adding, amending or deleting any provisions to of this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release collateral in accordance with the terms hereof or of the Security Agreement or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 11.1 or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 10 without the written consent of the then Administrative Agent; or
, (div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release or all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
Lenders, or (fv) subordinate the Term Loan to any other Indebtedness amend Section 3.12 without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 3 contracts
Samples: Credit Agreement (C2 Inc), Credit Agreement (C2 Inc), Credit Agreement (Oshkosh Truck Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 9.1 nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Initial Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder thereunder, or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9(b) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan CommitmentCommitment (except for the extension of the Commitment Termination Date pursuant to Section 2.20), in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII VIII, without the written consent of the then Administrative Agent; or
(div) release any Guarantor from the Borrower Guaranty hereunder or all or substantially all of the Guarantors from obligations any guarantor under the GuarantyGuaranty Agreement (except as otherwise permitted by Sections 5.9, 5.13 or 5.14), without the written consent of all the Lenders; or
(v) cancel or forgive any amounts owing hereunder, without the written consent of all of the Lenders and Hedging Agreement Providersaffected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness Debt without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend or modify the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, Pounds Sterling or “Hedging Agreement Provider” Euro, without the written consent of any Hedging Agreement Provider that would be adversely all the Lenders affected thereby; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, or the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, or the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Initial Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Initial Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Initial Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (aA) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein, and (bB) the Required Lenders may consent to allow a Credit Party to use cash collateral (excluding cash collateral securing LOC Obligations) in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, at Initial Borrower’s request, Agent may within sixty (60) days thereafter designate another bank or financial institution which is acceptable to Agent in its reasonable discretion (such other bank or financial institution being called a “Replacement Lender”) to purchase the Loans of such Non-Consenting Lender and such Non-Consenting Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Non-Consenting Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Non-Consenting Lender and any other amounts payable to such Non-Consenting Lender under this Credit Agreement, and to assume all the obligations of such Non-Consenting Lender hereunder, and, upon such purchase and assumption (pursuant to a Commitment Transfer Supplement), such Non-Consenting Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Non-Consenting Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Non-Consenting Lender hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(x) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xii) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement directly affected thereby; or
(xiii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; or
(xiv) amend the definitions of “Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof without the consent of the Super Majority Required Lenders; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term NotesParticipants, Lenders or assignees. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Credit Party Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 9.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 3 contracts
Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.10 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment, (C) any reduction in the stated rate of interest on the Initial Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Initial Term Loan and (D) any reduction in the Ticking Fee or the stated rate of interest on the Delayed Draw Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Delayed Draw Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.4(a); or
(hvii) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend Section 2.9(b)(vii) or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(ix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, (i) any amendment to or waiver of (A) any funding condition with respect to the Revolving Loan (including the conditions set forth in Section 4.2) or (B) any other provision of the Credit Documents that affects only the Revolving Loan shall only require the consent of the Required Revolving Lenders, (ii) any amendment or waiver of any provision of the Credit Documents (other than an amendment or waiver described in clause (i) above) where the effect of such amendment or waiver is to require Revolving Lenders to fund Revolving Loans when such Revolving Lenders would otherwise not be required to do so shall require the consent of the Required Lenders and the Required Revolving Lenders, (iii) any amendment to or waiver of any funding condition (other than any condition to the initial extensions of credit under the Facilities) to the Delayed Draw Term Loan shall only require the consent of the Required Delayed Draw Term Loan Lenders and (iv) any amendment to or waiver of any provision of the Credit Documents that affects only the Term Loan shall require the consent of Required Term Loan Lenders. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Agency Succession and Amendment Agreement (GateHouse Media, Inc.), Credit Agreement (GateHouse Media, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 10.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce or increase the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default (other than a payment default that has been cured), or (B) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that all Lenders,
(Aii) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or increase the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require Committed Amount without the written consent of each Lender holding a portion all Lenders or the amount of any Lender’s Commitment without the outstanding Term Loan; written consent of all Lenders directly affected thereby, or
(biii) amend, modify or waive any provision of this Section 10.1 or reduce change the percentage percentages specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(civ) amend, modify or waive any provision of Article VIII IX without the written consent of the then Administrative Agent; , or
(dv) release the a Borrower or all any other Credit Party from its obligations under the Credit Documents or substantially all of the Guarantors any Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all or substantially all of the Collateral without the written consent of all or any material portion of the Lenders and Hedging Agreement Providers; or
(f) subordinate Collateral that would result in the Term Loan to any other Indebtedness value of the Collateral being less than the Collateral Requirement or amend the definition of Collateral Requirement, in each case, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders, as appropriate, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII IX (other than the provisions of Section 8.99.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan or similar action under applicable Bankruptcy Law that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the applicable Bankruptcy Code supersedes Law may supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingInsolvency Proceeding.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Royal Gold Inc), Revolving Credit Agreement (Royal Gold Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and and/or to the other Credit Documents for the purpose of adding adding, deleting or modifying any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights or obligations of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan Loan, Note or Term Note LOC Obligation or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan Loan, Note or Term Note LOC Obligation, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and the Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate any Credit Party Obligations to any other Indebtedness or the Term Loan Liens securing the Credit Party Obligations to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower any Credit Party to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(x) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jxi) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(xii) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders, including, without limitation, as provided in Section 2.8(b) 2.12, without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxiii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Orthofix International N V), Credit Agreement (Orthofix International N V)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Loan Agreement, nor any of the Revolving Notes, nor any of the other Credit Loan Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrowers be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
01. The Required Requisite Lenders may may, or, with the written consent of the Required Requisite Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Loan Documents for the purpose of adding any provisions to this Credit Loan Agreement or the other Credit Loan Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Requisite Lenders may specify in such instrument, any of the requirements of this Credit Loan Agreement or the other Credit Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Requisite Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.03(b), nor any amendment of Section 2.4(b2.03(b) or the definitions of Asset DispositionEquity Issuance, Debt Issuance or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Note; or
(bi) amend, modify or waive any provision of this Section 9.01 or reduce the percentage specified in the definition of Required Requisite Lenders, without the written consent of all the Lenders; or
(cii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower Borrowers or all or substantially all of the Guarantors any guarantor from its obligations under the Guarantyhereunder, without the written consent of all of the Lenders and Hedging Agreement Providersand, with respect to such guarantor, any counterparty to Interest Rate Protection Agreements; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providersany counterparty to Interest Rate Protection Agreements; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower Borrowers to assign or transfer any of its rights or obligations under this Credit Loan Agreement or other Credit Loan Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Loan Documents requiring consent, approval or request of the Required Requisite Lenders or all Lenders without the written consent of the Required Requisite Lenders or all the Lenders Lenders, as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.06(b) without the written consent of each Lender directly affected thereby; or
(ix) without the consent of Lenders having Revolving Commitment Percentages in the aggregate more than 50% amend, modify or waive Section 3.02 or any other provision of this Loan Agreement if the effect of such amendment or waiver is to require Lenders to make Loans when such Lenders would not otherwise be required to do so; or
(x) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging counterparty to an Interest Rate Protection Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of Administrative Agent under any Hedging Agreement Provider that would Loan Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit PartiesBorrowers, the Lenders, the Administrative Agent and all future holders of the Term Revolving Notes. In the case of any waiver, the Borrower, the other Credit PartiesBorrowers, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than VII; provided, however, that the provisions Administrative Agent will provide written notice to the Borrowers of Section 8.9any such amendment, modification or waiver. In addition, the Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Loan Agreement by unilaterally amending or supplementing Schedule 1.01(B), which should contain a listing of all Lenders and their respective Commitments from time to time in the manner requested by the Borrowers, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrowers and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Requisite Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Revolving Loan Agreement (Capital Lease Funding Inc), Revolving Loan Agreement (Capital Lease Funding Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or any reimbursement obligation under any Letter of Credit, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan Revolving Loans shall only require the written consent of each Lender holding a portion of the outstanding Term Revolving Commitment or any Revolving Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersProviders (except upon the Borrower obtaining the Release Rating); or
(fvi) subordinate the Term Loan Loans or any Liens under the Security Documents to any other Indebtedness or Liens without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) 2.12 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend the definitions of “"Hedging Agreement,” “" "Secured Hedging Agreement,” " or “"Hedging Agreement Provider” " without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification referred to in this Section 9.1 and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)Sections 8.9 and 8.11) unless the rights or duties of the Borrower or the other Credit Parties are directly affected thereby; provided, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. The Lenders hereby agree that the Administrative Agent is authorized to release the Liens in favor of the Administrative Agent, for the benefit of itself and the Lenders, in all of the Collateral, if requested by the Borrower, upon the Borrower obtaining the Release Rating, without further notice to or consent by such Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor the Note, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 10.1 nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 10.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce or increase the amount or extend the scheduled date of maturity of any Term the Loan or Term Note or any installment thereonthereon or waive any payment default (other than a payment default that has been cured), or (B) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that all Lenders,
(Aii) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or increase the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require Committed Amount without the written consent of each Lender holding a portion all Lenders or the amount of any Lender’s Commitment without the outstanding Term Loan; written consent of all Lenders directly affected thereby, or
(biii) amend, modify or waive any provision of this Section 10.1 or reduce change the percentage percentages specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(civ) amend, modify or waive any provision of Article VIII IX without the written consent of the then Administrative Agent; , or
(dv) release the a Borrower or all any other Credit Party from its obligations under the Credit Documents or substantially all of the Guarantors any Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all or substantially all of the Collateral without the written consent of all or any material portion of the Lenders and Hedging Agreement Providers; or
(f) subordinate Collateral that would result in the Term Loan to any other Indebtedness value of the Collateral being less than the Collateral Requirement or amend the definition of Collateral Requirement, in each case, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders, as appropriate, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term NotesNote. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes Note and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII IX (other than the provisions of Section 8.99.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan or similar action under applicable Bankruptcy Law that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the applicable Bankruptcy Code supersedes Law may supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (Royal Gold Inc), Term Loan Facility Agreement (Royal Gold Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Loan Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.10 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower Company or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower Company to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend Section 2.9(b)(vii) or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(viii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent under any Credit Document without the written consent of the Administrative Agent in addition to the Lenders required hereinabove to take such action; or
(x) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerCompany, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Loan Notes. In the case of any waiver, the BorrowerCompany, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Company and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.7(b) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all any material Guarantor from its obligations hereunder or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and and, with respect to such material Guarantor, any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.10(b) without the written consent of each Lender directly affected thereby; or
(x) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive Section 4.2 or any other provision of this Credit Agreement if the effect of such amendment or waiver is to require Revolving Lenders to make Revolving Loans when such Revolving Lenders would not otherwise be required to do so; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” the Administrative Agent or “Hedging Agreement Provider” without the consent of Issuing Lender under any Hedging Agreement Provider that would Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII Section 9 without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iv) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all the Lenders; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, subject to any limitations contained in such waiver, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section Section, nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Sectionthis
Section 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(b) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(d) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may the Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) without the written consent of each Lender directly affected thereby: (A) reduce or forgive the amount principal amount, or extend the scheduled date of maturity payment or maturity, of any Term Loan or Term Note or any installment thereon, ; or (B) reduce the stated rate of or forgive any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend or waive the scheduled date of any payment thereof of interest or fee; or (C) provide for Interest Periods greater than six months; or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, that it is understood and agreed that (A1) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Excess Cash Flow or Recovery Event, shall constitute a reduction or forgiveness of the amount of, or an extension of the scheduled date of, the scheduled date of or maturity of, or any installment of, any Term Loan or Term Note or any installment thereon, (2) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (B3) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; , or
(bii) amend, modify or waive any provision of this Section or reduce change the percentage specified in the definition of Required Lenders, Lenders without the written consent of all the Lenders; each Lender directly affected thereby, or
(ciii) amend, modify or waive any provision of Article VIII Section 2.13(a) or any other term with respect to the priority of any Loan or the pro rata treatment of payments without the written consent of the then Administrative Agent; each Lender directly affected thereby, or
(div) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) or Section 2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby, or
(v) except as otherwise permitted by this Agreement, release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, Guaranty without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or the Lenders as appropriate, or
(viii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent (including Article VIII), the Issuing Lender or the Swingline Lender without the written consent of the Required Lenders Administrative Agent, the Issuing Lender or all the Swingline Lender, as applicable, in addition to the Lenders as appropriate; required herein to take such action, or
(jix) without the consent of the Required Revolving Lenders or the Required Delayed Draw Term Loan Lenders, as applicable, amend, modify or waive any provision in Section 2.3 or 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any existing Default or Event of Default) if the order in which effect of such amendment, modification or waiver is that the Revolving Lenders or the Delayed Draw Term Loan Lenders, as applicable, shall be required to fund Revolving Loans or Delayed Draw Term Loans, as applicable, when such Revolving Lenders or Delayed Draw Term Loan Lenders would otherwise not be required to so fund pursuant to the terms of Section 2.3 and 4.2, or
(x) amend or modify the definition of Credit Party Obligations are paid in Section 2.8(b) to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; , or
(kxi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, any amendment, waiver or other modification to the financial covenants set forth in Section 6.6 or any component definition of such financial covenants shall only require the consent of the Required Revolving Lenders; provided that any amendment, waiver or other modification to a component definition of the financial covenants in Section 6.6 shall only apply to the computation of such financial covenants. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.98.9 and Section 8.10); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash Cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Pantry Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents Agreements or in accordance with the provisions of this Sectionsubsection. The Required Majority Lenders may affected thereby may, or, with the written consent of the Required LendersMajority Lenders affected thereby, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Majority Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled final date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section subsection or reduce the percentage specified in the definition of Required Majority Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 8 without the written consent of the then Administrative Agent; or
, or (div) release the Borrower or subordinate all or substantially all of the Guarantors from obligations under the Guaranty, collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent extent such releases are provided for in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocuments. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 10.1 nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 10.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce or increase the amount or extend the scheduled date of maturity of any Term the Loan or Term Note Notes or any installment thereonthereon or waive any payment default (other than a payment default that has been cured), or (B) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that all Lenders,
(Aii) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or increase the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require Committed Amount without the written consent of each Lender holding a portion all Lenders or the amount of any Lender’s Commitment without the outstanding Term Loan; written consent of all Lenders directly affected thereby, or
(biii) amend, modify or waive any provision of this Section 10.1 or reduce change the percentage percentages specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(civ) amend, modify or waive any provision of Article VIII IX without the written consent of the then Administrative Agent; , or
(dv) release the a Borrower or all any other Credit Party from its obligations under the Credit Documents or substantially all of the Guarantors any Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all or substantially all of the Collateral without the written consent of all or any material portion of the Lenders and Hedging Agreement Providers; or
(f) subordinate Collateral that would result in the Term Loan to any other Indebtedness value of the Collateral being less than the Collateral Requirement or amend the definition of Collateral Requirement, in each case, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders, as appropriate, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notesany Note. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII IX (other than the provisions of Section 8.99.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan or similar action under applicable Bankruptcy Law that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the applicable Bankruptcy Code supersedes Law may supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingInsolvency Proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (ax) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.4 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.3(b), nor any amendment of Section 2.4(b2.3(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, or any definitions incorporated in the foregoing defined terms, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate; or
(x) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent under any Credit Document without the written consent of the Administrative Agent in addition to the Lenders required hereinabove to take such action; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.3(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; or
(xiii) amend, modify or waive any provision of Article XI, without the written consent of all the Lenders (other than for purposes of curing any formal defect, omission or ambiguity). provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent shall provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Second Lien Credit Agreement (American Pacific Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the LendersLenders directly affected thereby; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower Borrower, the Parent or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and and, with respect to the release of substantially all of the Guarantors, any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jvii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(viii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.7(b)(v) or Section 2.12(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kix) amend the definitions of “Credit Party Obligations” to delete any Loan, Commitment or Secured Hedging Agreement referenced therein without the consent of any Lender or Hedging Agreement Provider that would be adversely affected thereby; or
(x) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guarantyany Borrower, without the written consent of all of the Lenders and Hedging Agreement Providersany Bank Product Provider; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providersany Bank Product Provider; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(x) amend, modify or waive the order in which Credit Party Borrowers’ Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Bank Product Provider directly affected thereby; or
(kxi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xii) amend or modify the definition of Borrowers’ Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Bank Product Provider directly affected thereby; or
(xiii) amend the definitions of “Hedging Agreement,” or “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Bank Product Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit PartiesBorrowers, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit PartiesBorrowers, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, the Administrative Agent shall provide written notice (which shall include electronic email) to the Parent Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. 110 Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release Collateral in accordance with the terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or the reimbursement obligations with respect to any Letters of Credit, or extend the expiry of any Letter of Credit beyond the Maturity Date, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, thereby (it is being understood and agreed that (A) no waiver, reduction or deferral changes to the financial definitions and financial covenants herein shall only require the consent of a the Required Lenders and waivers of mandatory prepayment prepayments of the Loans required pursuant to Section 2.4(b), nor 2.8(b) hereof shall not constitute increases in the Commitment of any amendment of Section 2.4(b) Lender or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension extensions of the scheduled date of, the scheduled date of maturity of, or any installment of, payments to any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanLender); or
(bii) amend, modify or waive any provision of Section 2.13 or this Section 9.1, or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all any substantial portion of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Guaranty without the written consent of all of the Lenders; or
(gv) subordinate the liens release all or any substantial portion of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; , or
(hvi) permit amend, modify or waive the Borrower to assign allocation of any payments or transfer the realization of proceeds of Collateral among the Revolving-1 Loans, the Tranche
X-0 Xxxx Xxxxx xxx/xx xxx Xxxxxxx X-0 Xxxx Xxxxx (xx xxxxxxx any two of its rights such Loans), or obligations under this Credit Agreement the order of application of payments specified in Section 2.8 without the consent of, if affected thereby, (i) Lenders holding greater than 50% of the Revolving-1 Committed Amount, (ii) Lenders holding greater than 50% of the outstanding Tranche A-1 Term Loans and (iii) Lenders holding greater than 50% of the outstanding Tranche B-1 Term Loans.
(vii) amend, modify or other Credit Documents waive the requirement that any issue be resolved or determined with the consent, approval or upon the request of the Required Lenders without the written consent of the Required Lenders, or with the consent, approval or upon the request of all Lenders, without the written consent of all of the Lenders; or
(i) amendLenders to the change of such voting requirement and, modify provided, further, that no amendment, waiver or waive any provision consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Documents requiring consentDocument shall in any event be effective, approval or request of unless in writing and signed by the Required Lenders or all Lenders without Administrative Agent and/or the written consent of the Required Lenders or all Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing the Register from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Dean Foods Co/)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (ax) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, or any definitions incorporated in the foregoing defined terms, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(xi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate; or
(xii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(xiii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxiv) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; or
(xv) amend, modify or waive any provision of Article XI, without the written consent of all the Lenders (other than for purposes of curing any formal defect, omission or ambiguity). provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9) ); provided, however, that the Administrative Agent shall provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: First Lien Credit Agreement (American Pacific Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.10 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 (other than clerical or typographical errors) or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and and, with respect to the release of substantially all of the Guarantors, any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jvii) without the consent of Lenders holding in the aggregate at least 51% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such waiver is that the Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(viii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.8(b)(vi) or Section 2.13(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend the definitions of “Credit Party Obligations” to delete any Loan, Commitment or Secured Hedging Agreement referenced therein without the consent of any Lender or Hedging Agreement Provider that would be adversely affected thereby; or
(xi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(f) or Section 2.2(a)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset DispositionValue, Debt Issuance, Equity Issuance or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Samples: Credit Agreement (Northstar Realty)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(f) or Section 2.2(a)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset DispositionValue, Debt Issuance, Equity Issuance or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Samples: Credit Agreement (Northstar Realty)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and Note, (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(x) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement directly affected thereby; or
(xi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)) which does not increase the obligations of any of the Credit Parties under the Credit Documents. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.11, Section 2.16, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, ,without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Parent or the Borrower from its obligations under the Credit Documents or all or substantially all of the Guarantors any material Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all any material portion of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; , or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2.1(a) and Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Sectionsubsection. The Required Majority Lenders may affected thereby may, or, with the written consent of the Required LendersMajority Lenders affected thereby, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Majority Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no -------- ------- such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled final date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section subsection or reduce the percentage specified in the definition of Required Majority Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 8 without the written consent of the then Administrative Agent; or
, or (div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent extent such releases are provided for in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocuments. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Farm Journal Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may the Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) without the written consent of each Lender directly affected thereby: (A) reduce or forgive the amount principal amount, or extend the scheduled date of maturity payment or maturity, of any Term Loan or Term Note or any installment thereon, ; or (B) reduce the stated rate of or forgive any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend or waive the scheduled date of any payment thereof of interest or fee; or (C) provide for Interest Periods greater than six months; or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce change the percentage specified in the definition of Required Lenders, Lenders without the written consent of all of the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII Section 2.13 or any other term with respect to the priority of any Loan or the pro rata treatment of payments without the written consent of the then Administrative Agent; each Lender directly affected thereby, or
(div) except as otherwise permitted by this Agreement, release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, Guaranty without the written consent of all of the Lenders and Hedging Agreement Providers; , or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; , or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or the Lenders as appropriate, or
(vii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent (including Article VIII) or the Issuing Lender without the written consent of the Required Lenders Administrative Agent or all the Issuing Lender, as applicable, in addition to the Lenders as appropriate; required herein to take such action, or
(jviii) without the consent of the Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any existing Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Revolving Lenders would otherwise not be required to so fund pursuant to the terms of Section 4.2, or
(ix) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby, or
(x) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) or Section 2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.98.9 and 8.11); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash Cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Pantry Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII Section 9 without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iv) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.;
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or any reimbursement obligation under any Letter of Credit, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan Revolving Loans shall only require the written consent of each Lender holding a portion of the outstanding Term Revolving Commitment or any Revolving Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersProviders (except upon the Borrower obtaining the Release Rating); or
(fvi) subordinate the Term Loan Loans or any Liens under the Security Documents to any other Indebtedness or Liens without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) 2.12 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification referred to in this Section 9.1 and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)Sections 8.9 and 8.11) unless the rights or duties of the Borrower or the other Credit Parties are directly affected thereby; provided, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. The Lenders hereby agree that the Administrative Agent is authorized to release the Liens in favor of the Administrative Agent, for the benefit of itself and the Lenders, in all of the Collateral, if requested by the Borrower, upon the Borrower obtaining the Release Rating, without further notice to or consent by such Lenders.
Appears in 1 contract
Samples: Credit Agreement (Belden Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section9.
1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Revolving Lender and (C) any reduction in the stated rate of interest on the Tranche B Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanLoan Lender; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenderspost‑default rate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.12, Section 2.17, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release (A) the Parent or the Borrower from its obligations under the Credit Documents, or (B) all of the Guarantors or the Guarantors comprising substantially all of the credit support for the Secured Obligations, without the written consent of all of the Lenders, or
(v) release all or substantially all of the Guarantors from obligations under the GuarantyCollateral, without the written consent of all of the Lenders and each Hedge Bank, or
(vi) amend the definitions of (a) “Hedging Agreement ProvidersAgreement,” “Secured Hedging Agreement,” or “Hedge Bank” without the consent of each Hedge Bank that would be adversely affected thereby or (b) “Cash Management Agreement,” “Secured Cash Management Agreement” or “Cash Management Bank” without the consent of each Cash Management Bank that would be adversely affected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriaterequired hereinabove to take such action; or
provided further, that (ji) amendno amendment, modify waiver or waive consent shall, unless in writing and signed by the order Issuing Lender in which addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any application relating to any Letter of Credit Party Obligations are paid issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular tranche (but not the Lenders holding Loans or Commitments of any other tranche) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Lenders holding Loans or Commitments under the affected tranche that would be required to consent thereto under this Section 2.8(bif such Lenders were the only Lenders hereunder at the time, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without the written any further action or consent of each any other party to any Credit Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the definitions Commitment of “Hedging Agreement,” “Secured Hedging Agreement,” such Lender may not be increased or “Hedging Agreement Provider” extended without the consent of any Hedging Agreement Provider that would be adversely affected therebysuch Lender. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 1.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(f) or Section 2.2(e)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset DispositionValue, Debt Issuance, Equity Issuance, Securitization or Recovery Event, Extraordinary Receipt shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors Guarantor from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Samples: Credit Agreement (CapLease, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof (it being understood and agreed that any extension or waiver of a mandatory prepayment required pursuant to Section 2.6(b)(ii)-(v) shall require the consent of the Required Lenders only) or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the any Borrower from its obligations hereunder or all or substantially all of the Guarantors any material Guarantor from its obligations under the Guaranty, in each case without the written consent of all of the Lenders, or
(v) release all or any material portion of the Collateral, without the written consent of all of the Lenders and any Hedging Agreement Providers; Provider, or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jvii) amend, modify or waive any provision of the order Credit Documents affecting the rights or duties of the Administrative Agent, any Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in which addition to the Lenders required hereinabove to take such action; or
(viii) amend or modify the definition of Credit Party Obligations are paid in Section 2.8(b) to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kix) amend change Section 2.11 in a manner that would alter the definitions pro rata sharing of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” payments required thereby without the written consent of any Hedging Agreement Provider that would be adversely affected therebyeach Lender. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). In addition, the Credit Parties and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Credit Parties, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrowers and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Newark Group Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; providedPROVIDED, howeverHOWEVER, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all any of the Guarantors from their obligations under the Guaranty, except in accordance with the terms thereof, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; , or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liensvi) without the written consent of all Lenders holding in the aggregate more than 50% of the Lenders; outstanding Term Loans, extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Section 2.8(b)(ii), (iii) or (iv) hereof, or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, PROVIDED, FURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); PROVIDED, HOWEVER, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing SCHEDULE 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; PROVIDED, HOWEVER, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Note Purchase Agreement, nor any of the Notes, nor any of the other Credit Note Purchase Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may Purchasers may, or, with the written consent of the Required LendersPurchasers, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Note Purchase Documents for the purpose of adding any provisions to this Credit Note Purchase Agreement or the other Credit Note Purchase Documents or changing in any manner the rights of the Lenders Purchasers or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders Purchasers may specify in such instrument, any of the requirements of this Credit Note Purchase Agreement or the other Credit Note Purchase Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-post default rate set forth in Section 2.5 2.5(d) which shall be determined by a vote of the Required LendersPurchasers) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender Purchaser directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b)2.5, nor any amendment of Section 2.4(b) 2.5 or the definitions definition of Asset Disposition, or Recovery EventChange of Control, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required LendersPurchasers, without the written consent of all the LendersPurchasers; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) except as otherwise provided in Section 8.12, release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersPurchasers; or
(ev) except as otherwise provided in Section 8.12 or Section 9.6(a), release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersSecured Parties; or
(fvi) subordinate the Term Loan Notes or other Credit Party Obligations to any other Indebtedness without the written consent of all of the LendersPurchasers; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Note Purchase Agreement or other Credit Note Purchase Documents without the written consent of all of the LendersPurchasers; or
(iviii) amend, modify or waive any provision of the Credit Note Purchase Documents requiring consent, approval or request of the Required Lenders Purchasers or all Lenders Purchasers without the written consent of the Required Lenders Purchasers or all the Lenders Purchasers as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.5(f) or the pro rata treatment of payments in Section 2.5(f), without the written consent of each Lender the Required Purchasers; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Note Purchase Document shall in any event be effective, unless in writing and each Hedging Agreement Provider directly affected thereby; or
(k) amend signed by the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Administrative Agent, in addition to the consent of any Hedging Agreement Provider that would be adversely affected therebyPurchasers required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders Purchasers and shall be binding upon the Borrower, the other Credit Parties, the LendersPurchasers, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Purchasers and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Note Purchase Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders Purchasers is required in certain circumstances as set forth above, (ax) each Lender Purchaser is entitled to vote as such Lender Purchaser sees fit on any bankruptcy reorganization plan that affects the Term LoanNotes, and each Lender Purchaser acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders Purchasers may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Note Purchase Agreement (Bravo Brio Restaurant Group, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral any departure by the Borrower or any other Credit Party from the terms and provisions hereof and thereof be released consented to by the Lenders except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, amendments supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or consent to any departure by the Borrower or any other Credit Party from the terms and provisions hereof and thereof; provided, however, that no such waiver, consent, amendment, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(ev) release all or substantially all of the Collateral Collateral, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(j) amendprovided, modify further, that no amendment, waiver or waive consent affecting the order rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in which Credit Party Obligations are paid any event be effective, unless in Section 2.8(b) without writing and signed by the written consent of each Administrative Agent, the Issuing Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend and/or the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Swingline Lender, as applicable, in addition to the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness Indebtedness, or subordinate any of the Liens securing the Credit Party Obligations, without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than eighteen (18) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender, each Hedging Agreement Provider and each Cash Management Bank directly affected thereby; or
(xii) (A) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby or (B) amend the definitions of “Cash Management Agreement,” “Secured Cash Management Agreement,” or “Cash Management Bank” without the consent of any Cash Management Bank that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding anything to the contrary contained herein, the Administrative Agent (and, if applicable, the Borrower) may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Documents or to enter into additional Credit Documents in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.13(c) in accordance with the terms of Section 2.13(c) Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term NotesParticipants, Lenders or assignees. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Credit Party Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 9.1 corresponding to the consent rights of the other Lenders thereunder. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders.
Appears in 1 contract
Samples: Credit Agreement (Osi Systems Inc)
Amendments, Waivers and Release of Collateral. Neither Subject to the terms of Section 9.12, neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Subject to the terms of Section 9.12, the Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents (including any release of Collateral not already permitted by the terms of the Credit Documents) for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce or forgive the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, Debt Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liensamend, modify or waive Section 2.1(d) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents (in each case other than pursuant to the terms hereof or thereof) without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend or modify the definition of Credit Party Obligations to delete or exclude an obligation or liability described therein without the written consent of each Lender directly affected thereby; or
(x) [Reserved].
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.4 or Section 2.7(b), the pro rata sharing of payments by and among the Lenders in Section 2.7(a) or Section 10.7(a) or any provision requiring ratable funding by Lenders, in each case without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions [Reserved].
(xiii) [Reserved].
(xiv) [Reserved]; or
(xv) amend, modify or waive any provision of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” Article VIII without the written consent of the Administrative Agent; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Hedging Agreement Provider that would Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII IX (other than the provisions of Section 8.99.9). Notwithstanding anything to the contrary herein, but subject to the terms of the Intercreditor Agreement, to the extent permitted by Requirements of Law, (i) Borrower and any Credit Party shall, upon the written request of the Administrative Agent, from time to time, execute, acknowledge and deliver, within a reasonable period after such request, such amendments or supplements (a) to this Agreement and the Credit Documents, and such further instruments, and take such further actions, as may be necessary in the Administrative Agent’s reasonable judgment to cure any omissions, mistakes or defects herein or therein, and (b) to the Security Documents, and such further instruments, and take such further actions, as may be necessary in the Administrative Agent’s reasonable judgment and as reasonably requested by the Administrative Agent to effectuate the intention, purposes and provisions of the Security Documents, and (ii) Borrower may submit to the Administrative Agent written requests for the parties to enter into, execute, acknowledge and deliver amendments or supplements to the Security Documents to (x) cure any omissions, mistakes or defects therein and (y) effectuate the intention, performance and provisions thereof, it being understood that the Administrative Agent shall be permitted to approve or reject all such requests in its sole discretion; provided, that, none of the actions, amendments or supplements contemplated by the foregoing subclauses (i) and (ii) will require the consent of any Lender in order to be consummated or to become effective. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Second Lien Term Loan Facility (Horizon Lines, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; providedPROVIDED, howeverHOWEVER, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all any of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; , or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liensvi) without the written consent of all Lenders holding in the aggregate more than 50% of the Lenders; outstanding Tranche A Term Loans and 50% of the outstanding Tranche B Term Loans, extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Section 2.8(b)(ii), (iii), (iv) or (v) hereof, or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all Lenders holding in the aggregate more than 50% of the Lenders; outstanding Tranche B Term Loans, amend any provision that changes the allocation of any mandatory and/or optional payments between the term loan facilities, or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate and, PROVIDED, FURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action, or
(ix) except as provided herein, permit additional Indebtedness to be secured by the Collateral, or
(x) amend, modify or waive any provision of Section 5.17 without the written consent of the Required Lenders or all Lenders, the Lenders as appropriate; or
(j) amend, modify or waive Agents and the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocumentation Agent. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiverwaiver that specifically so provides, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; PROVIDED, HOWEVER, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Integrated Defense Technologies Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend Section 2.8(b)(vii) or Section 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(ix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: First Lien Credit Agreement (GateHouse Media, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(g) or Section 2.2(e)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset Disposition, Value or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit 104 Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; providedPROVIDED, howeverHOWEVER, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of any principal installment or the final maturity of any Term Loan or Term Note or any installment thereonNote, or reduce the stated rate or extend or defer the scheduled payment date of any interest (or form in which interest is paid; it being acknowledged and agreed that amendments, waivers or consents which modify the definition of Leverage Ratio with the approval of the Required Lenders shall not be effective to change the Applicable Percentage hereunder without the consent of all the Lenders) or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided PROVIDED that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, Leverage Ratio, Qualifying IPO or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, Lenders without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower Parent (or any successor thereto by way of merger or consolidation) or all or substantially all of the other Guarantors from their obligations under the Guaranty, Guaranty without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(ev) release of the Administrative Agent's Lien on all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; oror 105
(jvii) amend, modify or waive the order in which Credit Party Obligations are paid in provisions of Section 2.8(b2.12(b) without the written consent of each all of the Lenders; PROVIDED, FURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective unless in writing and each Hedging Agreement Provider directly affected thereby; or
(k) amend signed by the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Administrative Agent, the consent of any Hedging Agreement Provider that would be adversely affected therebyIssuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); PROVIDED, HOWEVER, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing SCHEDULE 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; PROVIDED FURTHER, HOWEVER, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Sectionsubsection. The Required Majority Lenders may affected thereby may, or, with the written consent of the Required LendersMajority Lenders affected thereby, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Majority Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled final date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section subsection or reduce the percentage specified in the definition of Required Majority Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 8 without the written consent of the then Administrative Agent; or
, or (div) release the Borrower or subordinate all or substantially all of the Guarantors from obligations under the Guaranty, collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent extent such releases are provided for in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocuments. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (ax) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.10 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the a Borrower or all or substantially all of the Guarantors from their obligations under the Foreign Guaranty or the US Guaranty, as applicable, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower Borrowers to assign or transfer any of its their rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(ivii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal Dollar Amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(viii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(x) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9Sections 8.9 and 8.11). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder (it being understood that the Guarantor’s consent shall not be required for any amendment to any Credit Document other than amendments to Article X of this Credit Agreement) or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.11(a) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Permitted Real Estate Sale, Permitted Real Estate Transfer, Permitted Real Estate Entity Distribution, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersSecured Parties; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders or Credit-Linked Lenders, as applicable; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liensterms of Section 2.2(a) without the written consent of all of the Lendersor Section 2.5(a), as applicable; or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.9(b)(x) or the pro rata treatment of payments in Section 2.13(a), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; provided that, notwithstanding the foregoing, such order or treatment may be modified without the consent of each Lender directly affected thereby (but with the consent of the Required Lenders) to permit additional extensions of credit constituting (A) term loans to share ratably with the Term Loan in the application of repayment or prepayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders, or (B) revolving loans to share ratably with the Revolving Loans in the application of repayments or prepayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders; or
(kxi) amend amend, modify or waive the definitions order in which Credit Party Obligations are paid in Section 2.13(b) or the definition of “Hedging Agreement,Credit Party Obligations” to delete or otherwise modify the treatment of any obligations referenced in such definition without the written consent of each Secured Party directly affected thereby; provided that, notwithstanding the foregoing, such order may be modified without the consent of each Secured Party directly affected thereby to permit additional extensions of credit approved by the Required Lenders to share ratably with the Credit Party Obligations; or
(xii) amend, modify or waive the definition of “Secured Hedging Agreement,” or ”, “Hedging Agreement Provider” or “Secured Party” without the consent of any each Hedging Agreement Provider Provider; or
(xiii) without the written consent of the Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (or if the Revolving Commitments have been terminated, 50% of the outstanding Revolving Loans and Revolving Participation Interests), amend, modify or waive any provision specific to the revolving credit facility, swingline subfacility and revolving letter of credit subfacility provided under Sections 2.1, 2.2 and 2.3; or
(xiv) without the written consent of the Credit-Linked Lenders holding in the aggregate more than 50% of the Credit-Linked Commitments (or if the Credit-Linked Commitments have been terminated, 50% of the outstanding Term Loans and Credit-Linked Participation Interests), amend, modify or waive any provision specific to the credit-linked facilities provided under Sections 2.4 and 2.5. provided, further, that would no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, any Issuing Lender or the Swingline Lender under any Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (ax) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment repayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event2.7(b), shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan Revolving Loans shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Commitment; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.2(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) without the consent of Revolving Lenders holding in the aggregate more than 66 2/3% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(xi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate; or
(xii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(xiii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxiv) amend the definitions of “"Hedging Agreement,” “" "Secured Hedging Agreement,” " or “"Hedging Agreement Provider” " without the consent of any Hedging Agreement Provider that would be adversely affected thereby; or
(xv) amend, modify or waive any provision of Article XI, without the written consent of all the Lenders (other than for purposes of curing any formal defect, omission or ambiguity). provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9) ); provided, however, that the Administrative Agent shall provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.11, Section 2.16, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Parent or the Borrower from its obligations under the Credit Documents or all or substantially all of the Guarantors any material Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all any material portion of the Collateral Collateral, without the written consent of all of the Lenders and any party to a Hedging Agreement Providers; secured by the Collateral, or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2.1(a) and Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(b) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(d) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.written
Appears in 1 contract
Amendments, Waivers and Release of Collateral. (a) Neither this Credit Agreement Agreement, nor any of the Revolving Notes, nor any of the other Credit Loan Documents, nor any terms hereof or thereof thereof, may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 13.1 nor may Collateral any Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 13.1. The Required Requisite Lenders may may, or, with the written consent of the Required Requisite Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers and Guarantors written amendments, supplements or modifications hereto and to the other Credit Loan Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Loan Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers and Guarantors hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Requisite Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) extend the Facility Maturity Date, reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased postPost-default rate set forth in Section 2.5 Default Rate which shall be determined by a vote of the Required Requisite Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify modify, supplement or waive any provision of this Section 13.1 or reduce the percentage specified in the definition of Required Requisite Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify modify, supplement or waive any provision of Article VIII Articles VII and XII without the written consent of the then Administrative Agent; or
(div) release the any Borrower or all any Guarantor from its obligations hereunder or substantially all of the Guarantors from obligations under the Guarantyother Loan Documents, without the written consent of all of the Lenders and Hedging Agreement Providersand, if applicable, any counterparty to any Interest Rate Protection Agreement; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providersand, if applicable, any counterparty to any Interest Rate Protection Agreement; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower Borrowers or Guarantors to assign or transfer any of its their rights or obligations under this Credit Agreement or other Credit Loan Documents without the written consent of all of the Lenders; or
(iviii) amend, modify modify, supplement or waive any provision of the Credit Loan Documents requiring consent, approval or request of the Required Requisite Lenders or all Lenders without the written consent of the Required Requisite Lenders or all the Lenders Lenders, as appropriate; or
(jix) amend, modify modify, supplement or waive the order in which Credit Party Obligations are paid in Section 2.8(b) 2.7 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of Lenders having Revolving Commitment Percentages in the aggregate more than 50% amend, modify or waive Section 3.2 or any Hedging other provision of this Agreement Provider that if the effect of such amendment or waiver is to require Lenders to make Loans when such Lenders would not otherwise be adversely required to do so; or
(xi) amend, modify or supplement the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and, if applicable, each counterparty to any Interest Rate Protection Agreement directly affected thereby. ; provided, however, that no amendment, modification, supplement, waiver or consent affecting the rights or duties of the Administrative Agent under any Loan Document shall in any event be effective unless the same is in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action.
(b) Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit PartiesGuarantors, the Lenders, the Administrative Agent and all future holders of the Term Revolving Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit PartiesGuarantors, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Revolving Notes and other Credit Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; , but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. .
(c) Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and Borrowers or the other Credit Parties Guarantors shall not be required for any amendment, modification modification, supplement or waiver of the provisions of Article VIII XII except to the extent that any of the Borrowers or Guarantors would be materially adversely affected thereby; provided, however, that the Administrative Agent will provide written notice to the Borrowers of any such amendment, modification or waiver. In addition, the Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2, which should contain a listing of all Lenders and their respective Revolving Commitments from time to time in the manner requested by the Borrowers, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrowers and each Lender.
(other than the provisions of Section 8.9). d) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Requisite Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.
(e) Any waiver or consent shall be effective only if it is in writing and only in the specific instance and for the specific purpose for which given.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may any Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 11.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required LendersDefault Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, thereby (it is being understood and agreed that (A) no waiverchanges to the financial definitions and financial covenants herein shall only require the consent of the Required Lenders and waivers of Events of Default, reduction or deferral conditions precedent and mandatory prepayments of a mandatory prepayment the Loans required pursuant to Section 2.4(b2.6(b) hereof shall not constitute increases in the Commitment of any Lender), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 11.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all a material portion of the Guarantors from their obligations under the GuarantyGuaranty without the written consent of all of the Lenders, or
(v) release a material portion of the Collateral (except in accordance with the terms of the relevant Security Document), without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive the Lender approval requirements of any provision of the Credit Documents requiring which at such time requires the consent, approval or request of the Required Lenders or all Lenders Lenders, as the case may be, without the written consent of the Required Lenders or of all of the Lenders, as the case may be, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 9.1 nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9(b) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from its obligations under the Guarantyhereunder, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(gv) subordinate the liens of the Administrative Agent in the Collateral Loans to any other liens on the Collateral (other than Permitted Liens) Debt without the written consent of all of the Lenders; or
(hvi) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender directly affected thereby; or
(ix) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” the Administrative Agent, or “Hedging Agreement Provider” without the consent of Issuing Lender or the Swingline Lender under any Hedging Agreement Provider that would Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, or the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or ; (B) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof thereof; (C) modify the definition of Interest Period so as to permit Interest Periods greater than 6 months without regard to the availability of such longer Interest Periods to each Lender; or (D) increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from its or their obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and each Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and each Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or of all the Lenders as appropriate; or
(jviii) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive Section 4.2 or waive any Hedging Agreement Provider Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such waiver is that would the Revolving Lenders shall be adversely affected therebyrequired to continue to make Revolving Loans; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may ormay, or with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (ax) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (Bx) any reduction in the stated rate of interest on the Term Loan Revolving Loans shall only require the written consent of each Lender holding a portion Revolving Commitment and (y) any reduction in the stated rate of interest on Term Loans shall only require the outstanding written consent of each Lender holding a Term Commitment or Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) except as provided in Section 8.11, release the a Borrower or all or substantially all of the Guarantors from their obligations under the Foreign Guaranty or the US Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness as applicable, without the written consent of all of the Lenders; or
(gv) subordinate the liens release all or substantially all of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) Collateral, without the written consent of all of the Lenders; or
(hvi) permit the Borrower Borrowers to assign or transfer any of its their rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval affecting the rights or request duties of the Required Lenders Administrative Agent, the Issuing Lender or all Lenders the Swingline Lender under any Credit Document without the written consent of the Required Lenders or all Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders as appropriaterequired hereinabove to take such action; or
(jviii) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend amend, modify or waive any provision that would adversely affect the definitions rights of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” Lenders holdings Loans of any class differently than those holding Loans of any other class without the written consent of any Hedging Agreement Provider that would be adversely Lenders representing a majority in interest of each affected therebyclass. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9Sections 8.8 and 8.11). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Recovery Event or Recovery EventPermitted Cash Collateral, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Note; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.2(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(xii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Revolving Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Revolving Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII that is in no way adverse to the Borrower or any other Credit Party (other than the provisions of Section 8.9Sections 8.9 and 8.11, as to which any amendment, modification or waiver will require the consent of the Borrower and the other Credit Parties). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Eclipsys Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof (it being understood and agreed that any extension or waiver of a mandatory prepayment required pursuant to Section 2.7(b)(ii)-(v) shall require the consent of the Required Lenders only) or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all of the Collateral Collateral, without the written consent of all of the Lenders and any party to a Hedging Agreement Providers; secured by the Collateral, or
(fvi) subordinate the Term Loan to any other Indebtedness without the written consent of all Lenders holding in the aggregate more than 50% of the Lenders; outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such waiver is that the Lenders holding Revolving Commitments shall be required to continue to make Revolving Loans, or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend, modify or waive any provision of the order in which Credit Party Obligations are paid in Section 2.8(b) Documents affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Administrative Agent and/or the consent of any Hedging Agreement Provider that would be adversely affected therebyIssuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section Section, nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver other than any decision to charge or not charge any default rate of interest at the increased post-default rate set forth in pursuant to Section 2.5 which shall be determined by a vote of the Required Lenders2.7) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenderseach Lender directly affected thereby; or
(ciii) amend, modify or waive any right or duty of the Administrative Agent (including, without limitation, any provision of Article VIII VIII) or the Issuing Lender under any Credit Document without the written consent of the then Administrative AgentAgent or the Issuing Lender, as applicable; or
(div) release the Borrower or all any material Guarantor from its obligations hereunder or substantially all of the Guarantors from obligations under the Guaranty, Guaranty without the written consent of all Lenders and, with respect to the release of any material Guarantor, all Hedging Agreement Providers; or
(v) release any material portion of the Collateral without the written consent of all Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenderseach Lender directly affected thereby; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.5(b)(vi) or Section 2.10(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kix) amend the definition of “Credit Party Obligations” to delete or modify any obligation listed therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(x) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” or “Secured Hedging Agreement” without the written consent of any each Hedging Agreement Provider that would be adversely directly affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (aA) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (bB) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(f) or Section 2.2(e)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset DispositionValue, Debt Issuance, Equity Issuance, Securitization or Recovery Event, Extraordinary Receipt shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, and (B) any reduction in the stated rate of interest on the Term Loan Revolving Loans shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Commitment; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors Guarantor from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Samples: Credit Agreement (CapLease, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents to which the applicable Credit Parties are party for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(j) amendprovided, modify further, that no amendment, waiver or waive consent affecting the order rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in which Credit Party Obligations are paid any event be effective, unless in Section 2.8(b) without writing and signed by the written consent of each Administrative Agent, the Issuing Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend and/or the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Swingline Lender, as applicable, in addition to the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Credit Parties, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may any Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 11.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or payment made by the Issuing Lender pursuant to any Letter of Credit, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required LendersDefault Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, thereby (it is being understood and agreed that (A) no waiverchanges to the financial definitions and financial covenants herein shall only require the consent of the Required Lenders and waivers of Events of Default, reduction or deferral conditions precedent and mandatory prepayments of a mandatory prepayment the Loans required pursuant to Section 2.4(b2.6(b) hereof shall not constitute increases in the Commitment of any Lender), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 11.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all a material portion of the Guarantors from their obligations under the GuarantyGuaranty without the written consent of all of the Lenders, or
(v) release a material portion of the Collateral (except in accordance with the terms of the relevant Security Document), without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all amend, modify or substantially all waive Section 2.11, Section 11.6 or any other provision of any Credit Document providing for the Collateral ratable payment of or to the Lenders in a manner that would alter the ratable application of payments required thereby without the written consent of all of the Lenders and Hedging Agreement Providersaffected Lenders; or
(fvii) subordinate the Term Loan Credit Party Obligations described in clause (i) of the definition thereof to any other Indebtedness without the written consent of all of the LendersLenders directly affected thereby; or
(gviii) subordinate the liens of the Administrative Agent in the Collateral to impose any other liens disproportionately greater restrictions on the Collateral (ability of any Lender to assign any of its rights and obligations hereunder compared to other than Permitted Liens) Lenders without the written consent of all of the Lenderssuch lender; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive the Lender approval requirements of any provision of the Credit Documents requiring which at such time requires the consent, approval or request of the Required Lenders or all Lenders Lenders, as the case may be, without the written consent of the Required Lenders or of all of the Lenders, as the case may be, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. (a) Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (whether by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications (whether by consent or otherwise) hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements obligations of the Credit Parties under this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce or forgive the principal amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce or forgive the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) amend, modify or waive any provision of this Agreement to permit the Borrower to select Interest Periods with a duration longer than six months without the consent of each Lender directly affected thereby; or
(v) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(evi) release all or substantially all of the Collateral Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; orand provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action;
(jviii) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby;
(ix) amend, modify or waive the order in which Credit Party Obligations are paid in pursuant to Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend amend, modify or waive the definitions definition “Borrowing Base” (or any provision of this Agreement that would result in an increase in the Borrowing Base), clause (xviii) of the definition “Hedging Agreement,” “Secured Hedging Agreement,Permitted Liens” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebySection 5.9, 6.1(d) or 6.4, in each case including all related definitions. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Swingline Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender, the Swingline Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2.1(a) and Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and herein.
(b) If, at any time there are three or more Lenders under this Agreement and, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 9.1(a), the consent of the Required Lenders may is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to allow a Credit Party replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to use cash collateral in Section 2.15(b) so long as at the context time of a bankruptcy such replacement each such new Lender consents to the proposed change, waiver, discharge or insolvency proceedingtermination.
Appears in 1 contract
Samples: Credit Agreement (Vycom Corp.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.12, Section 2.17, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release (A) the Parent or the Borrower from its obligations under the Credit Documents, or (B) all of the Guarantors or the Guarantors comprising substantially all of the credit support for the Secured Obligations, without the written consent of all of the Lenders, or
(v) release all or substantially all of the Guarantors from obligations under the GuarantyCollateral, without the written consent of all of the Lenders and each Hedge Bank, or
(vi) amend the definitions of (a) “Hedging Agreement ProvidersAgreement,” “Secured Hedging Agreement,” or “Hedge Bank” without the consent of each Hedge Bank that would be adversely affected thereby or (b) “Cash Management Agreement,” “Secured Cash Management Agreement” or “Cash Management Bank” without the consent of each Cash Management Bank that would be adversely affected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriaterequired hereinabove to take such action; or
provided further, that (ji) amendno amendment, modify waiver or waive consent shall, unless in writing and signed by the order Issuing Lender in which addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any application relating to any Letter of Credit Party Obligations are paid issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular tranche (but not the Lenders holding Loans or Commitments of any other tranche) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Lenders holding Loans or Commitments under the affected tranche that would be required to consent thereto under this Section 2.8(bif such Lenders were the only Lenders hereunder at the time, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without the written any further action or consent of each any other party to any Credit Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the definitions Commitment of “Hedging Agreement,” “Secured Hedging Agreement,” such Lender may not be increased or “Hedging Agreement Provider” extended without the consent of any Hedging Agreement Provider that would be adversely affected therebysuch Lender. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 1.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights or obligations of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release Collateral in accordance with the 93 99 terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note Note, or extend the expiry of any Letter of Credit beyond the Maturity Date, or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 2.14, Section 9.1 or Section 9.7(a), or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all any substantial portion of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Guaranty without the written consent of all of the Lenders; or
(gv) subordinate the liens release all or any substantial portion of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; , or
(hvi) permit without the Borrower to assign consent of Lenders holding in the aggregate more than 50% of the outstanding Term Loans, extend the time for or transfer the amount or the manner of application of proceeds of any mandatory prepayment required by Section 2.9(b)(ii), (iii) or (iv) hereof, or
(vii) amend, modify or waive the requirement that any issue be resolved or determined with the consent, approval or upon the request of its rights the Required Lenders or obligations under this Credit Agreement or other Credit Documents all Lenders, without the written consent of all of the Lenders; or
(i) amendLenders to the change of such voting requirement and, modify provided, further, that no amendment, waiver or waive any provision consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Documents requiring consentDocument shall in any event be effective, approval or request of unless in writing and signed by the Required Lenders or all Lenders without Administrative Agent and/or the written consent of the Required Lenders or all Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall 94 100 be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrowers of any such amendment, modification or waiver. In addition, the Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrowers, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrowers and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may ormay, with the consent of each Affiliated Hedge Counterparty, or the Administrative Agent may, with the written consent of the Required Lenders, the Administrative Agent mayLenders and each Affiliated Hedge Counterparty, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.4), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions definition of Asset Disposition, or Recovery Event, Value shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors Guarantor from obligations under the GuarantyGuarantee Agreement, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release any Borrower or Guarantor from obligations under the Derivatives Guarantee Agreement, without the written consent of each Affiliated Hedge Counterparty; or
(v) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(x) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.10 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders and each Affiliated Hedge Counterparty required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent, each Affiliated Hedge Counterparty and all future holders of the Notes. In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent each Affiliated Hedge Counterparty shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.98.8). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (x) and/or (xi) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Revolving Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents Agreement or in accordance with the provisions of this Sectionsubsection. The Required Majority Lenders may affected thereby may, or, with the written consent of the Required LendersMajority Lenders affected thereby, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Majority Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled final date of maturity of any Term Loan Revolving Loan, LOC Obligation or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section subsection or reduce the percentage specified in the definition of Required Majority Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 8 without the written consent of the then Administrative Agent; or
, (div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, collateral without the written consent of all of the Lenders and Hedging except to the extent such releases are provided for in this Agreement Providers; or
or the other Credit Documents, or (ev) release all or substantially all of the Collateral without Guarantors from their obligations under the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Guaranty without the written consent of all of the Lenders, except to the extent that such releases are provided for in this Agreement or the other Credit Documents; or
(g) subordinate provided further, that no such amendment, waiver, supplement, modification or release affecting the liens rights or duties of the Administrative Agent Issuing Lender under any Credit Document shall in any event be effective unless in writing and signed by the Collateral Issuing Lender, in addition to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent Agent, the Issuing Lender and all future holders of the Term Revolving Notes. In the case of any waiver, the Borrower, the other Credit PartiesLenders, the Lenders Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Revolving Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII Section 9 without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iv) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all the Lenders; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9, which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section or 9.1, without the written consent of all the Lenders directly affected thereby; or
(iii) reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(civ) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(dv) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and and, to the extent the Secured Hedging Agreements will cease to rank pari passu with the Credit Party Obligations in connection therewith, all of the Hedging Agreement Providers; or
(evi) release all or substantially all of the Collateral without the written consent of all of the Lenders and and, to the extent the Secured Hedging Agreements will cease to rank pari passu with the Credit Party Obligations in connection therewith, all of the Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Lenders holding in the aggregate more than fifty percent (50%) of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such waiver is that the Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or
(x) require any Lender to make available Interest Periods with a duration longer than 6 months without the consent of such Lender; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.7(b)(vi) or Section 2.12(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “Hedging AgreementCredit Party Obligations,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.12, Section 2.17, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release (A) the Parent or the Borrower from its obligations under the Credit Documents, or (B) all of the Guarantors or the Guarantors comprising substantially all of the credit support for the Secured Obligations, without the written consent of all of the Lenders, or
(v) release all or substantially all of the Guarantors from obligations under the GuarantyCollateral, without the written consent of all of the Lenders and any Hedge Bank, or
(vi) amend the definitions of (a) “Hedging Agreement ProvidersAgreement,” “Secured Hedging Agreement,” or “Hedge Bank” without the consent of any Hedge Bank that would be adversely affected thereby or (b) “Cash Management Agreement,” “Secured Cash Management Agreement” or “Cash Management Bank” without the consent of any Cash Management Bank that would be adversely affected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriaterequired hereinabove to take such action; or
(jviii) without the prior written consent of the Required Revolving Lenders, amend, modify or waive (i) Section 4.2 or any other provision of this Agreement if the order effect of such amendment, modification or waiver is to require the Revolving Lenders (pursuant to, in which the case of any such amendment to a provision hereof other than Section 4.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Loans) to make Revolving Loans when such Revolving Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the LOC Commitment; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any application relating to any Letter of Credit Party Obligations are paid issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (iv) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular tranche (but not the Lenders holding Loans or Commitments of any other tranche) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Lenders holding Loans or Commitments under the affected tranche that would be required to consent thereto under this Section 2.8(bif such Lenders were the only Lenders hereunder at the time, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without the written any further action or consent of each any other party to any Credit Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the definitions Revolving Commitment of “Hedging Agreement,” “Secured Hedging Agreement,” such Lender may not be increased or “Hedging Agreement Provider” extended without the consent of any Hedging Agreement Provider that would be adversely affected therebysuch Lender. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 1.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder (it being understood that the Guarantor’s consent shall not be required for any amendment to any Credit Document other than amendments to Article X of this Credit Agreement) or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.11(a) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersBank Product Providers (but only to the extent any such Bank Product Provider has previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent); or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Bank Product Providers (but only to the extent any such Bank Product Provider has previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent); provided that the Administrative Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement Providersor the Security Documents; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.2(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive (A) the order in which Credit Party Obligations are paid or (B) the pro rata sharing of payments by and among the Lenders, in each case in accordance with Section 2.8(b2.9(b) or 9.7(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; provided that, notwithstanding the foregoing, such order or treatment may be modified without the consent of each Lender directly affected thereby (but with the consent of the Required Lenders) to permit additional extensions of credit constituting (A) term loans to share ratably with the Term Loan in the application of repayment or prepayments pursuant to Section 2.9 or 2.13 with the consent of the Required Lenders, or (B) revolving loans to share ratably with the Revolving Loans in the application of repayments or repayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders; or
(kxi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; provided that, notwithstanding the foregoing, such order may be modified without the consent of each Secured Party directly affected thereby to permit additional extensions of credit approved by the Required Lenders to share ratably with the Credit Party Obligations; or
(xii) amend the definitions of “Hedging Agreement,” “Secured Hedging AgreementBank Product,” or “Hedging Agreement Bank Product Provider” without the consent of any Hedging Agreement Bank Product Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, any Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and herein, (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingproceeding and (z) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Sectionother Credit Documents. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower and/or any one or more of the Guarantors, as appropriate, written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding adding, amending or deleting any provisions to of this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release Collateral in accordance with the terms hereof or of the other Credit Documents or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or reimbursement obligation or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the an increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment's Commitment or extend the expiry date of any Letter of Credit beyond the Revolving Termination Date (except any Letter of Credit with respect to which the LOC Obligations thereunder have been fully cash collateralized), in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 9 without the written consent of the then Administrative Agent; or
, (div) release any Guarantor or, except as otherwise provided in the Borrower or all or substantially all of the Guarantors from obligations under the GuarantyCredit Documents, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all any of the Collateral without the written consent having a fair market value in excess of all of the Lenders and Hedging Agreement Providers; or
$500,000 (f) subordinate the Term Loan to whether individually or collectively with any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liensbe released in connection therewith) without the written consent of all of the Lenders; or
, or (hv) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents amend Section 3.12 without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit PartiesGuarantors, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment, (C) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanLoan and (D) any amendment, waiver or modification to Section 2.7 (and any related definitions) shall require the written consent of each Lender adversely affected thereby; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) without the consent of Required Revolving Lenders, amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(x) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xii) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement directly affected thereby; or
(xiii) permit Interest Periods with a duration longer than six (6) months without the consent of each Lender directly affected thereby; or
(xiv) amend or modify the definition of Required Revolving Lenders or Required Term Loan Lenders without the written consent of all the Lenders; or
(xv) amend the definitions of “"Hedging Agreement,” “" "Secured Hedging Agreement,” " or “"Hedging Agreement Provider” " without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, any amendment, waiver or other modification to the financial covenant set forth in Section 5.9 or any component definition of such financial covenants shall only require the consent of the Required Revolving Lenders; provided that any amendment, waiver or other modification to a component definition of the financial covenants in Section 5.9 shall only apply to the computation of such financial covenants. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (a) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (b) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Credit Party Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (c) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 9.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Loan Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.4 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.3(b), nor any amendment of Section 2.4(b2.3(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend Section 2.8(b)(vii) or Section 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or
(ix) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent under any Credit Document without the written consent of the Administrative Agent in addition to the Lenders required hereinabove to take such action; or
(x) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.7(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Loan Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Secured Bridge Credit Agreement (GateHouse Media, Inc.)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Revolving Notes, nor any of the other Credit Loan Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
01. The Required Requisite Lenders may may, or, with the written consent of the Required Requisite Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Loan Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Loan Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Requisite Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(a) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Requisite Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.03(b), nor any amendment of Section 2.4(b2.03(b) or the definitions of Asset DispositionEquity Issuance, Debt Issuance or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Note; or
(bi) amend, modify or waive any provision of this Section 9.01 or reduce the percentage specified in the definition of Required Requisite Lenders, without the written consent of all the Lenders; or
(cii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors any guarantor from its obligations under the Guarantyhereunder, without the written consent of all of the Lenders and Hedging Agreement Providersand, if applicable, any counterparty to Interest Rate Protection Agreements; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providersany counterparty to Interest Rate Protection Agreements; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Loan Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Loan Documents requiring consent, approval or request of the Required Requisite Lenders or all Lenders without the written consent of the Required Requisite Lenders or all the Lenders Lenders, as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations obligations are paid in Section 2.8(b2.06(b) without the written consent of each Lender directly affected thereby; or
(ix) without the consent of Lenders having Revolving Commitment Percentages in the aggregate more than 50% amend, modify or waive Section 3.02 or any other provision of this Agreement if the effect of such amendment or waiver is to require Lenders to make Loans when such Lenders would not otherwise be required to do so; or
(x) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging counterparty to an Interest Rate Protection Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of Administrative Agent under any Hedging Agreement Provider that would Loan Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Revolving Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than VII; provided, however, that the provisions Administrative Agent will provide written notice to the Borrower of Section 8.9any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 1.01(B), which should contain a listing of all Lenders and their respective Commitments from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Requisite Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Revolving Loan Agreement (Capital Lease Funding Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release collateral in accordance with the terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, -------- ------- supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required LendersDefault Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all any of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; , or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive the Lender approval requirements of any provision of the Credit Documents requiring which at such time requires the consent, approval or request of the Required Lenders or all Lenders Lenders, as the case may be, without the written consent of the Required Lenders or all of the Lenders and, provided, further, that no amendment, waiver or consent affecting -------- ------- the rights or duties of the Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Agent and/or the Issuing Lender, as appropriate; or
(j) amendapplicable, modify or waive in addition to the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, -------- however, that the Agent will provide written notice to the Borrower of any such ------- amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner --------------- requested by the Borrower, the Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, -------- however, that the Agent shall promptly deliver a copy of any such modification ------- to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; providedPROVIDED, howeverHOWEVER, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(b) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(d) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release collateral in accordance with the terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Borrower or all or substantially all any of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; , or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liensvi) without the written consent of all Lenders holding in the aggregate more than 66 2/3% of the Lenders; Commitments then outstanding (or, if the Commitments shall have been terminated at such time, holding 66 2/3% of the principal balance of the Obligations then outstanding), extend the time for or the amount or the manner of application of proceeds of any mandatory prepayment required by Section 2.7(b)(ii), (iii) or (iv) hereof, or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all of the Lenders and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as appropriate; or
(j) amendapplicable, modify or waive in addition to the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than except to the extent any of such provisions relate to the rights of Section 8.9the Borrower or impose any additional liabilities or obligations on the Borrower); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section 9.1 nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder thereunder, or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9(b) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan CommitmentCommitment (except for the extension of the Commitment Termination Date pursuant to Section 2.20), in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII VIII, without the written consent of the then Administrative Agent; or
(div) release any Guarantor from the Borrower Guaranty hereunder (except as otherwise permitted by Sections 5.13 or 5.14), without the written consent of all the Lenders; or
(v) cancel or substantially all of the Guarantors from obligations under the Guarantyforgive any amounts owing hereunder, without the written consent of all of the Lenders and Hedging Agreement Providersaffected thereby; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness Debt without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend or modify the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, without the written consent of any Hedging Agreement Provider that would be adversely all the Lenders affected thereby; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, or the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, or the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (aA) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein herein, and (bB) the Required Lenders may consent to allow a Credit Party to use cash collateral (excluding cash collateral securing LOC Obligations) in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, at Borrower’s request, Agent may within sixty (60) days thereafter designate another bank or financial institution which is acceptable to Agent in its reasonable discretion (such other bank or financial institution being called a “Replacement Lender”) to purchase the Loans of such Non-Consenting Lender and such Non-Consenting Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Non-Consenting Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Non-Consenting Lender and any other amounts payable to such Non-Consenting Lender under this Agreement, and to assume all the obligations of such Non-Consenting Lender hereunder, and, upon such purchase and assumption (pursuant to a Commitment Transfer Supplement), such Non-Consenting Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Non-Consenting Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Non-Consenting Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Capitalsource Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b)(ii), nor any amendment of Section 2.4(b2.7(b)(ii) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanRevolving Note; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) except as set forth in Section 8.11, release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.11 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(xii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII that is in no way adverse to the Borrower or any other Credit Party (other than the provisions of Section 8.9Sections 8.9 and 8.11, as to which any amendment, modification or waiver will require the consent of the Borrower and the other Credit Parties). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Administrative Agent in accordance with Section 2.2.
Appears in 1 contract
Samples: Credit Agreement (Eclipsys Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 10.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce or increase the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default (other than a payment default that has been cured), or (B) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that all Lenders,
(Aii) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or increase the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require Committed Amount without the written consent of each Lender holding a portion all Lenders or the amount of any Lender’s Commitment without the outstanding Term Loan; written consent of all Lenders directly affected thereby, or
(biii) amend, modify or waive any provision of this Section 10.1 or reduce change the percentage percentages specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(civ) amend, modify or waive any provision of Article VIII IX without the written consent of the then Administrative Agent; , or
(dv) release the a Borrower or all any other Credit Party from its obligations under the Credit Documents or substantially all of the Guarantors any Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(evi) release all or substantially all of the Collateral without the written consent of all or any material portion of the Lenders and Hedging Agreement Providers; or
(f) subordinate Collateral that would result in the Term Loan to any other Indebtedness value of the Collateral being less than the Collateral Requirement or amend the definition of Collateral Requirement, in each case, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all Lenders, as appropriate, and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders Lenders, and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article VIII IX (other than the provisions of Section 8.99.9); provided, however, that the Administrative Agent will provide written notice to the Borrowers of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan or similar action under applicable Bankruptcy Law that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the applicable Bankruptcy Code supersedes Law may supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Royal Gold Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII Section 9 without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iv) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all the Lenders; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII Section 9 (other than the provisions of Section 8.99.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) (A) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon or waive any payment default, or (B) extend the expiration date of a Letter of Credit beyond the Maturity Date, (C) reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof thereof, or (D) increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of Section 2.12, Section 2.17, this Section 9.1 or reduce change the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or
(div) release the Parent or the Borrower from its obligations under the Credit Documents or all or substantially all of the Guarantors any material Guarantor from its obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all any material portion of the Collateral Collateral, without the written consent of all of the Lenders and any Hedging Agreement Providers; Provider, or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kvi) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; or
(vii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Agreement by unilaterally amending or supplementing Schedule 2.1(a) and Section 9.2 from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower any Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower any Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonCommitment Termination Date, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.5(b) which shall be determined by a vote of all the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, 9.1 without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from its obligations under the Guarantyhereunder, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of all the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriateLenders; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender directly affected thereby; or
(x) without the consent of all the Lenders, amend, modify or waive Section 4.2 or any other provision of this Credit Agreement if the effect of such amendment or waiver is to require Lenders to make Loans when such Lenders would not otherwise be required to do so; or
(xi) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of Administrative Agent under any Hedging Agreement Provider that would Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, and the Administrative Agent and all future holders of the Term NotesAgent. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes Loans and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.of
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.8(b), nor any amendment of Section 2.4(b2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the LendersLenders directly affected thereby; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and and, with respect to the release of substantially all of the Guarantors, any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jvii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.8(b)(vi) or Section 2.13(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend provided, further, that no amendment, waiver or consent affecting the definitions rights or duties of “Hedging Agreement,” “Secured Hedging Agreement,” the Administrative Agent, the Issuing Lender or “Hedging Agreement Provider” without the consent of Swingline Lender under any Hedging Agreement Provider that would Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan Loans or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate Default Rate set forth in Section 2.5 2.4 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitmentthereof, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.3(b), nor any amendment of Section 2.4(b2.3(b) or the definitions of Asset Disposition, Facility Disposition, Qualified IPO, Debt Issuance, Excess Cash Flow or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan Loans or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of “Required Lenders”, without the written consent of all the Lenders; or
(ciii) amendrelease the Borrower from its obligations hereunder, modify or waive any provision of Article VIII without the written consent of all of the then Administrative Agent; or
(d) Lenders or release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.6(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kix) amend, modify or waive any provision of Article VIII or Section 2.2 without the written consent of the then Administrative Agent; or
(x) amend or modify the definitions definition of “Hedging Agreement,Credit Party Obligations” “Secured Hedging Agreement,” to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; or
(xi) permit Interest Periods with a duration other than three (3) months without the consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; or
(xii) amend or modify the definition of “Required Lenders” without the written consent of all the Lenders. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Credit Parties written amendments, supplements or modifications hereto and and/or to the other Credit Documents for the purpose of adding adding, deleting or modifying any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights or obligations of the Lenders or of the Borrower Credit Parties hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan Loan, Note or Term Note LOC Obligation or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, that it is understood and agreed that (A) no waiver, any reduction or deferral in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Revolving Commitment and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower Borrower, the Company or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and the Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate any Credit Party Obligations to any other Indebtedness or the Term Loan Liens securing the Credit Party Obligations to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower any Credit Party to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(x) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jxi) without the consent of Revolving Lenders (excluding any Defaulting Lender) holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(xii) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders, including, without limitation, as provided in Section 2.8(b) 2.12, without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxiii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The Borrower shall be permitted to replace any Defaulting Lender or any Lender that does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Credit Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.17 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement --------------------------------------------- Agreement, nor any of the Revolving Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section subsection nor may Collateral be released except as specifically provided herein or in the Security Documents Agreement or in accordance with the provisions of this Sectionsubsection. The Required Majority Lenders may affected thereby may, or, with the written consent of the Required LendersMajority Lenders affected thereby, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Majority Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, -------- ------- supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled final date of maturity of any Term Revolving Loan or Term Revolving Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section subsection or reduce the percentage specified in the definition of Required Majority Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII Section 8 without the written consent of the then Administrative Agent; or
, or (div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent extent such releases are provided for in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocuments. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Revolving Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Revolving Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Loan Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 12.4. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any Guarantor written amendments, supplements or modifications hereto and to the other Credit Loan Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Loan Documents or changing in any manner the rights of the Lenders or of the Borrower or any Guarantor hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 3.3 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount forgive any principal, interest or fee payable hereunder, or extend the expiration date of any Lender’s Term Loan Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that or
(Aii) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of increase the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require Lender’s Revolving Commitment without the written consent of each Lender holding a portion of the outstanding Term Loanaffected thereby; or
(biii) amend, modify or waive any provision of this Section 12.4 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(civ) amend, modify or waive any provision of Article VIII 11 without the written consent of the then Administrative Agent; or
(dv) release the Borrower or all or substantially all a substantial portion of the Guarantors from their obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(evi) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fvii) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Loan Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Loan Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(j) amendprovided, modify further, that no amendment, waiver or waive consent affecting the order rights or duties of the Agent shall in which Credit Party Obligations are paid any event be effective, unless in Section 2.8(b) without writing and signed by the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend Agent, in addition to the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Partiesany Guarantors, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party the Borrower or any Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, -------- ------- supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver other than any decision to charge or not charge any default rate of interest at the increased post-default rate set forth in pursuant to Section 2.5 which shall be determined by a vote of the Required Lenders2.10) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; , or
(ciii) amend, modify or waive any right or duty of the Administrative Agent (including, without limitation, any provision of Article VIII VIII) or the Issuing Lender under any Credit Document without the written consent of the then Administrative Agent; Agent or the Issuing Lenders, as applicable, or
(div) release the Borrower or all any material Guarantor from their obligations hereunder or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(ev) release all or substantially all any material portion of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; Lenders, or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(i) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyDocuments. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to -------- ------- the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) --------------- from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative -------- ------- Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in 99 accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release Collateral in accordance with the terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; providedPROVIDED, howeverHOWEVER, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or the reimbursement obligations with respect to any Letters of Credit, or extend the expiry of any Letter of Credit beyond the Maturity Date, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, thereby (it is being understood and agreed that (A) no waiver, reduction or deferral changes to the financial definitions and financial covenants herein shall only require the consent of a the Required Lenders and waivers of mandatory prepayment prepayments of the Loans required pursuant to Section 2.4(b), nor 2.8(b) hereof shall not constitute increases in the Commitment of any amendment of Section 2.4(b) Lender or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension extensions of the scheduled date of, the scheduled date of maturity of, or any installment of, payments to any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanLender); or
(bii) amend, modify or waive any provision of Section 2.13 or this Section 9.1, or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all any substantial portion of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Guaranty without the written consent of all of the Lenders; or
(gv) subordinate the liens release all or any substantial portion of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; , or
(hvi) permit amend, modify or waive the Borrower to assign allocation of any payments or transfer the realization of proceeds of Collateral among the Revolving Loans, the Tranche A Term Loans and/or the Tranche B Term Loans (or between any two of its rights such Loans), or obligations under this Credit Agreement the order of application of payments specified in Section 2.8 without the consent 100 of, if affected thereby, (i) Lenders holding greater than 50% of the Revolving Committed Amount, (ii) Lenders holding greater than 50% of the outstanding Tranche A Term Loans and (iii) Lenders holding greater than 50% of the outstanding Tranche B Term Loans.
(vii) amend, modify or other Credit Documents waive the requirement that any issue be resolved or determined with the consent, approval or upon the request of the Required Lenders without the written consent of the Required Lenders, or with the consent, approval or upon the request of all Lenders, without the written consent of all of the Lenders; or
(i) amendLenders to the change of such voting requirement and, modify PROVIDED, FURTHER, that no amendment, waiver or waive any provision consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Documents requiring consentDocument shall in any event be effective, approval or request of unless in writing and signed by the Required Lenders or all Lenders without Administrative Agent and/or the written consent of the Required Lenders or all Issuing Lender, as applicable, in addition to the Lenders as appropriate; or
(j) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyrequired hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); PROVIDED, HOWEVER, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing SCHEDULE 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; PROVIDED, HOWEVER, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.. 101
Appears in 1 contract
Samples: Credit Agreement (Suiza Foods Corp)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit DocumentsDocuments (including the Wachovia JEDA Letter of Credit and the Wachovia JEDA Reimbursement Agreement), nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.
1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequencesconsequences or (c) release collateral in accordance with the terms hereof or of any Security Document or on such other terms and conditions as the Required Lenders may agree; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent shall:
release shall (ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of other than interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
, or (ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
, or (div) release the Borrower or all or substantially all any of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
Lenders, or (ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness collateral, without the written consent of all of the Lenders; or
, or (g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of the Required Lenders or all of the Lenders and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Agent and/or the Issuing Lender, as appropriate; or
(j) amendapplicable, modify or waive in addition to the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided, however, that the Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingLender.
Appears in 1 contract
Samples: Credit Agreement (Galey & Lord Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived waived, extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower Borrowers hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereonthereon (except in accordance with Section 2.1(g) or Section 2.2(e)), or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.5(b), nor any amendment of Section 2.4(b2.5(b) or the definitions of Asset DispositionValue, Equity Issuance or Recovery EventExtraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the any Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the any Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jviii) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(ix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b) 2.9 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend, modify or waive any provision in Sections 3.3 through 3.6 without the written consent of the Custodian; or
(xii) amend or modify the definitions definition of “Hedging Agreement,” “Secured Hedging Agreement,” Obligations to delete or “Hedging Agreement Provider” exclude any obligation or liability described therein without the written consent of any Hedging Agreement Provider that would be adversely each Lender directly affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Unless otherwise expressly provided herein, waivers shall be effective only in the specific instance and for the specific purpose for which given. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the BorrowerBorrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the BorrowerBorrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 10.1 corresponding to the consent rights of the other Lenders thereunder.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower and other Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.6 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or;
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or;
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or;
(div) release any Lien granted in favor of Administrative Agent with respect to all or substantially all of the Borrower or Collateral, without the written consent of all of the Lenders;
(v) release all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; orLenders;
(e) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(hvi) permit the Borrower any Credit Party to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; orDocuments;
(ivii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of all Lenders, without the Required Lenders written consent of all Lenders;
(viii) amend, modify or all Lenders waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document without the written consent of the Required Lenders or all Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders as appropriaterequired hereinabove to take such action;
(ix) amend or modify the definition of Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; or
(jx) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.9(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.98.9 or any modification to Article VIII which would reduce the duties of the Administrative Agent to the Credit Parties or increase the obligations of any Credit Party hereunder); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived extended, restated, replaced, or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(c) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(diii) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(eiv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fv) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvi) subordinate permit a Letter of Credit to have an original expiry date more than eighteen (18) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hvii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iviii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jix) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kx) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(xi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement directly affected thereby; or
(xii) amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term NotesParticipants, Lenders or assignees. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (ii) to add one or more additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Credit Documents with the other then outstanding Credit Party Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing Tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination of the Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 9.1 corresponding to the consent rights of the other Lenders thereunder. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders.
Appears in 1 contract
Samples: Credit Agreement (Osi Systems Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral Collateral, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(f) subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(j) amendprovided, modify further, that no amendment, waiver or waive consent affecting the order rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in which Credit Party Obligations are paid any event be effective, unless in Section 2.8(b) without writing and signed by the written consent of each Administrative Agent, the Issuing Lender and each Hedging Agreement Provider directly affected thereby; or
(k) amend and/or the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Swingline Lender, as applicable, in addition to the consent of any Hedging Agreement Provider that would be adversely affected therebyLenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Neighborcare Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lendersrate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersLenders; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(f) subordinate the Term Loan to any other Indebtedness Collateral, without the written consent of all of the Lenders; or
(g) subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or
(h) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(ivi) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders Lenders, without the written consent of all of the Required Lenders or all the Lenders as appropriate; or
(jvii) amend, modify or waive any provision of Section 2.11(b) in a manner that would alter the order in which Credit Party Obligations are paid in Section 2.8(b) pro rata sharing of payments required thereby without the written consent of each Lender; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and each Hedging Agreement Provider directly affected thereby; or
(k) amend signed by the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without Administrative Agent, the consent of any Hedging Agreement Provider that would be adversely affected therebyIssuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding .
(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the foregoing Loans as provided for hereunder; provided further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9)each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (MPS Group Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder (it being understood that the Guarantor’s consent shall not be required for any amendment to any Credit Document other than amendments to Article X of this Credit Agreement) or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.11(a) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement ProvidersBank Product Providers (but only to the extent any such Bank Product Provider has previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent); or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Bank Product Providers (but only to the extent any such Bank Product Provider has previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent); provided that the Administrative Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement Providersor the Security Documents; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.2(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive (A) the order in which Credit Party Obligations are paid or (B) the pro rata sharing of payments by and among the Lenders, in each case in accordance with Section 2.8(b2.9(b) or 9.7(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; provided that, notwithstanding the foregoing, such order or treatment may be modified without the consent of each Lender directly affected thereby (but with the consent of the Required Lenders) to permit additional extensions of credit constituting (A) term loans to share ratably with the Term Loan in the application of repayment or prepayments pursuant to Section 2.9 or 2.13 with the consent of the Required Lenders, or (B) revolving loans to share ratably with the Revolving Loans in the application of repayments or repayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders; or
(kxi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender directly affected thereby; provided that, notwithstanding the foregoing, such order may be modified without the consent of each Secured Party directly affected thereby to permit additional extensions of credit approved by the Required Lenders to share ratably with the Credit Party Obligations; or
(xii) amend the definitions of “Hedging Agreement,” “Secured Hedging AgreementBank Product,” or “Hedging Agreement Bank Product Provider” without the consent of any Hedging Agreement Bank Product Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, any Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding any of the foregoing to the contrary, the Borrower may, from time to time, request an increase in the Revolving LOC Committed Amount. In connection with any such amendment, neither the consent of the Credit Parties (other than the Borrower) nor the consent of the Required Lenders shall be required to increase the Revolving LOC Committed Amount; provided, however, that (i) the consent of the Issuing Lender shall be required, (ii) the aggregate principal amount of the Revolving LOC Committed Amount shall not exceed $150,000,000 and (iii) the Issuing Lender will provide written notice to the Administrative Agent and the Required Lenders of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and herein, (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceedingproceeding and (z) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders. In addition, notwithstanding anything to the contrary herein the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all of the Lenders of any class to make one or more amendments or modifications to (a) allow the maturity and scheduled amortization of the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended and (b) increase the Applicable Percentages, the Revolving Commitment Fees and/or the Revolving LOC Commitment Fees set forth in the Commitment Percentage payable with respect to the Loans and Commitments of the Accepting Lenders (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement containing the terms of the Permitted Amendments (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral the Borrower or any Guarantor be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this SectionSection 9.1. The Required Lenders may may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder (it being understood that the Guarantor’s consent shall not be required for any amendment to any Credit Document other than amendments to Article X of this Credit Agreement) or (b) waive or consent to the departure fromwaive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification, release, waiver modification or consent release shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.11(a) which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.9(b), nor any amendment of Section 2.4(b2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Permitted Real Estate Sale, Permitted Real Estate Transfer, Permitted Real Estate Entity Distribution, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date any principal installment of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term LoanNote; or
(bii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and any Hedging Agreement ProvidersProvider; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ProvidersSecured Parties; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders or Credit-Linked Lenders, as applicable; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liensterms of Section 2.2(a) without the written consent of all of the Lendersor Section 2.5(a), as applicable; or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the LendersDocuments; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b2.9(b)(x) or the pro rata treatment of payments in Section 2.13(a), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; provided that, notwithstanding the foregoing, such order or treatment may be modified without the consent of each Lender directly affected thereby (but with the consent of the Required Lenders) to permit additional extensions of credit constituting (A) term loans to share ratably with the Term Loan in the application of repayment or prepayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders, or (B) revolving loans to share ratably with the Revolving Loans in the application of repayments or prepayments pursuant to Section 2.9 or Section 2.13 with the consent of the Required Lenders; or
(kxi) amend amend, modify or waive the definitions order in which Credit Party Obligations are paid in Section 2.13(b) or the definition of “Hedging Agreement,Credit Party Obligations” to delete or otherwise modify the treatment of any obligations referenced in such definition without the written consent of each Secured Party directly affected thereby; provided that, notwithstanding the foregoing, such order may be modified without the consent of each Secured Party directly affected thereby to permit additional extensions of credit approved by the Required Lenders to share ratably with the Credit Party Obligations; or
(xii) amend, modify or waive the definition of “Secured Hedging Agreement,” or ”, “Hedging Agreement Provider” or “Secured Party” without the consent of any each Hedging Agreement Provider Provider; or
(xiii) without the written consent of the Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (or if the Revolving Commitments have been terminated, 50% of the outstanding Revolving Loans and Revolving Participation Interests), amend, modify or waive any provision specific to the revolving credit facility, swingline subfacility and revolving letter of credit subfacility provided under Sections 2.1, 2.2 and 2.3; or
(xiv) without the written consent of the Credit-Linked Lenders holding in the aggregate more than 50% of the Credit-Linked Commitments (or if the Credit-Linked Commitments have been terminated, 50% of the outstanding Term Loans and Credit-Linked Participation Interests), amend, modify or waive any provision specific to the credit-linked facilities provided under Sections 2.4 and 2.5. provided, further, that would no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, any Issuing Lender or the Swingline Lender under any Credit Document shall in any event be adversely affected therebyeffective, unless in writing and signed by the Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (ax) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (by) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Amendments, Waivers and Release of Collateral. Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplementedmodified, waived restated, amended and restated, extended, replaced, increased or modified supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(ai) reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 2.8 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan 's Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b2.7(b), nor any amendment of Section 2.4(b2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment and (BC) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or
(bii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or
(ciii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or
(div) release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or
(ev) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or
(fvi) subordinate the Term Loan Loans to any other Indebtedness without the written consent of all of the Lenders; or
(gvii) subordinate permit a Letter of Credit to have an original expiry date more than twelve (12) months from the liens date of issuance without the consent of each of the Administrative Agent Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent terms of all of the LendersSection 2.3(a); or
(hviii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or
(iix) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(jx) without the consent of Revolving Lenders holding in the aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated, the aggregate principal amount of outstanding Revolving Loans), amend, modify or waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or
(xi) amend, modify or waive the order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing of payments by and among the Lenders in Section 2.8(b2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or
(kxii) amend the definitions of “"Hedging Agreement,” “" "Secured Hedging Agreement,” " or “"Hedging Agreement Provider” " without the consent of any Hedging Agreement Provider that would be adversely affected thereby. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan Loans and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term LoanLoans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
