Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 Participants, 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 Loans and 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 Loans, 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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: (ia) 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 ~~2.8~~ 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 ~~2.7(b~~2.4(b), nor any amendment of Section ~~2.7(b~~2.4(b) or the definitions of Asset Disposition, ~~Debt Issuance, Equity Issuance, Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 ~~Note,~~ Term Note and (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 (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 Loan; or (iib) 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 (~~iii~~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 (ive) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vf) subordinate the ~~Loans~~ Term Loan to any other Indebtedness without the written consent of all of the Lenders; or (vig) ~~permit a Letter~~ subordinate the liens of ~~Credit~~ the Administrative Agent in the Collateral to ~~have an original expiry date more~~ any other liens on the Collateral (other than ~~twelve (12~~Permitted Liens) ~~months from the date of issuance~~ without the written consent of ~~each~~ all of the ~~Revolving~~ Lenders~~; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a)~~; or (~~vii~~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 (~~viii~~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 (ix) 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 (xj) 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 ~~2.11(b~~2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 (xiiik) 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 ~~Participants, Lenders or assignees~~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 ~~Loans~~ 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 ~~Loans~~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. 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 (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack)

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 ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 ~~Commitment~~Commitment (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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release~~ amend, modify or waive any provision of Article VIII, without the ~~Borrower or all or substantially all~~ written consent of the ~~Guarantors~~ Administrative Agent; or (iv) release any Guarantor from ~~obligations~~ the Guaranty hereunder or any guarantor under the ~~Guaranty~~Guaranty 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 Providers~~affected thereby; or (~~iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v~~vi) subordinate the Loans to any other ~~Indebtedness~~ Debt without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 all of the Required Lenders or ~~all the~~ Lenders as appropriate; or (ix) 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 ~~2.11(b~~2.12(b) without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xix) ~~amend~~amend or modify the provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, ~~modify~~ Pounds Sterling or ~~waive any provision of Article VIII~~ Euro, without the written consent of all the ~~then Administrative Agent~~Lenders affected thereby; or (~~xii~~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 (~~xiii~~xii) ~~amend~~ release all or substantially all of the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ Collateral without the prior written 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 all of the ~~Super Majority Required Lenders;~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. ~~For~~ If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the ~~avoidance~~ consent of ~~doubt~~ 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 ~~notwithstanding any provision~~ 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 ~~contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent~~ 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 ~~Parties~~ 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 ~~Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no~~ Replacement 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 succeed to the ~~consent~~ rights and obligations of ~~the other Lenders thereunder~~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 ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 ~~Commitment~~Commitment (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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release~~ amend, modify or waive any provision of Article VIII, without the ~~Borrower or all or substantially all~~ written consent of the ~~Guarantors~~ Administrative Agent; or (iv) release any Guarantor from ~~obligations~~ the Guaranty hereunder or any guarantor under the ~~Guaranty~~Guaranty 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 Providers~~affected thereby; or (~~iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v~~vi) subordinate the Loans to any other ~~Indebtedness~~ Debt without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 all of the Required Lenders or ~~all the~~ Lenders as appropriate; or (ix) 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 ~~2.11(b~~2.12(b) without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xix) ~~amend~~amend or modify the provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, ~~modify~~ Pounds Sterling or ~~waive any provision of Article VIII~~ Euro, without the written consent of all the ~~then Administrative Agent~~Lenders affected thereby; or (~~xii~~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 (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, 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. ~~For~~ If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the ~~avoidance~~ consent of ~~doubt~~ 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 ~~notwithstanding any provision~~ 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 ~~contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent~~ 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 ~~Parties~~ 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 ~~Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no~~ Replacement 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 succeed to the ~~consent~~ rights and obligations of ~~the other Lenders thereunder~~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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 ~~2.8~~ 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (C)~~ or 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~~ Revolving Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement ~~Providers~~Providers (except upon the Borrower obtaining the Release Rating); or (vvi) subordinate the Loans or any Liens under the Security Documents to any other Indebtedness or Liens without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (~~vii~~viii) 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 (~~viii~~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 (ix) 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 ~~2.11(b)~~ 2.12 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 Lenders hereby agree that the ~~avoidance of doubt and notwithstanding any provision~~ Administrative Agent is authorized to release the ~~contrary contained~~ Liens in ~~this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent~~ favor of the ~~Credit Parties~~ Administrative Agent, for the benefit of itself and the ~~Required Lenders (i) to increase the aggregate Commitments~~ Lenders, in all of the ~~Lenders (provided that no Lender shall be required~~ Collateral, if requested by the Borrower, upon the Borrower obtaining the Release Rating, without further notice 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 consent by 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 thereunderLenders.

Appears in 2 contracts

Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 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 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 from~~waive, on such terms and conditions as the ~~Required~~ Requisite Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8~~ 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 '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 ~~2.7(b~~2.03(b), nor any amendment of Section ~~2.7(b~~2.03(b) or the definitions of ~~Asset Disposition, Debt Issuance,~~ Equity Issuance, ~~Excess Cash Flow~~ Debt Issuance or ~~Extraordinary Receipt~~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 Loan or Revolving Note; or (i) amend, ~~(B)~~ modify or waive any ~~reduction~~ provision of this Section 9.01 or reduce the percentage specified in the ~~stated rate~~ definition of ~~interest on Revolving Loans shall only require~~ Requisite Lenders, without the written consent of ~~each Lender holding a Revolving Commitment and (C) any reduction in~~ all 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~~Lenders; or (ii) amend, modify or waive any provision of ~~this Section or reduce the percentage specified in the definition of Required Lenders,~~ Article VIII without the written consent of ~~all~~ the ~~Lenders~~Administrative Agent; or (iii) release the ~~Borrower~~ Borrowers or ~~all or substantially all of the Guarantors~~ any guarantor from its obligations ~~under the Guaranty~~hereunder, without the written consent of all of the Lenders ~~and Hedging Agreement Providers~~and, with respect to such guarantor, any counterparty to Interest Rate Protection Agreements; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and ~~Hedging Agreement Providers~~any counterparty to Interest Rate Protection Agreements; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from~~ the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower Borrowers to assign or transfer any of its rights or obligations under this Loan Agreement or other ~~Credit~~ Loan Documents without the written consent of all of the Lenders; or (~~viii~~vii) 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 (viii) amend, modify or waive the order in which Obligations are paid in Section 2.06(b) without the written consent of each Lender directly affected thereby; or (ix) without the consent of Lenders having Revolving ~~Lenders holding~~ Commitment Percentages 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 Section 3.02 or any other 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)~~ this Loan Agreement if the effect of such ~~amendment, modification~~ amendment or waiver is ~~that the Revolving~~ to require Lenders ~~shall be required~~ to ~~fund Revolving~~ make Loans when such Lenders would not 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ counterparty to an Interest Rate Protection 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~~ Agent under any ~~Credit~~ Loan Document shall in any event be effective, unless in writing and signed by the Administrative ~~Agent, the Issuing Lender and/or the Swingline Lender,~~ 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~~Borrowers, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Revolving Notes. In the case of any waiver, the ~~Borrower, the other Credit Parties~~Borrowers, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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 8.9~~any 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 Loans, 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. 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 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 ~~Agreement~~ Agreement, nor the Note, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce or increase the amount or extend the scheduled date of maturity of ~~any~~ the Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment ~~thereof or increase the amount or extend the expiration date of any Lender’s Commitment~~thereof, 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 2.7(b), nor any amendment of Section 2.7(b) or~~ increase the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require Committed Amount without the written consent of ~~each Lender holding a Revolving~~ all Lenders or the amount of any Lender’s Commitment ~~and (C) any reduction in the stated rate of interest on the Term Loan shall only require~~ without the written consent of ~~each Lender holding a portion of the outstanding Term Loan;~~ all Lenders directly affected thereby, or (iiiii) 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 (~~iii~~iv) amend, modify or waive any provision of Article IX without the written consent of the then Administrative Agent, or (v) 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 (ivvi) 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 (v) subordinate~~ Collateral that would result in the ~~Loans 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 (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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~~ Lenders, as appropriate~~; or (ix) 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)~~and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ Agent 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 ~~Participants, Lenders or assignees~~holders of the 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 ~~Loans~~ Loan and ~~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 ~~8.9~~9.9); 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 ~~Loans~~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. 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 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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~~ 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 (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section ~~2.3(a~~2.4(a); or (vii) 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 (viii) 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 (ixx) 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~~ of the Credit Documents affecting the rights or ~~waive any Default~~ duties of the Administrative Agent, the Issuing Lender or ~~Event of Default (or amend~~ 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 ~~effectively waive any Default or Event of Default) if~~ the ~~effect of~~ Lenders required hereinabove to take 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~~action; or (xxi) 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 ~~2.11(b~~2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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. 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 2 contracts

Samples: Agency Succession and Amendment Agreement (GateHouse Media, Inc.), Credit Agreement (GateHouse Media, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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 from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any ~~Loan~~ Loan, Note or ~~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 ~~2.8~~ 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or ~~Extraordinary Receipt~~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 ~~Loan~~ Loan, Note or ~~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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate any Credit Party Obligations to any other Indebtedness or the ~~Loans~~ Liens securing the Credit Party Obligations to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (~~vii~~viii) permit ~~the Borrower~~ any Credit Party to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 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 (ixxi) 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 (xxii) 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~~ Lenders, including, without limitation, as provided in Section ~~2.11(b)~~ 2.12, without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 2 contracts

Samples: Credit Agreement (Orthofix International N V), Credit Agreement (Orthofix International N V)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~Section 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce or increase the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment ~~thereof or increase the amount or extend the expiration date of any Lender’s Commitment~~thereof, 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 2.7(b), nor any amendment of Section 2.7(b) or~~ increase the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require Committed Amount without the written consent of ~~each Lender holding a Revolving~~ all Lenders or the amount of any Lender’s Commitment ~~and (C) any reduction in the stated rate of interest on the Term Loan shall only require~~ without the written consent of ~~each Lender holding a portion of the outstanding Term Loan;~~ all Lenders directly affected thereby, or (iiiii) 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 (~~iii~~iv) amend, modify or waive any provision of Article IX without the written consent of the then Administrative Agent, or (v) 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 (ivvi) 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 (v) subordinate~~ Collateral that would result in the ~~Loans 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 (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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~~ Lenders, as appropriate~~; or (ix) 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)~~and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ Agent 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 ~~8.9~~9.9); 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 Loans, 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. 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 thereunderInsolvency 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 nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 '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 2.7(b), nor any amendment of Section 2.7(b~~) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or ~~Note,~~ Note and (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 (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 Loan~~Commitment; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section ~~2.3(a~~2.2(a); or (~~vii~~viii) 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 (~~viii~~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 (ixx) without the consent of Revolving Lenders holding in the aggregate more than 5066 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 (xxi) 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 ~~or in a manner that would alter the pro rata sharing of payments by and among the Lenders~~ in Section ~~2.11(b~~2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 (xiiixiv) 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~~xv) ~~amend the definitions~~ amend, modify or waive any provision of ~~“Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ Article XI, without the written consent of all the ~~Super Majority Required Lenders;~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (American Pacific Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) 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; or (v) subordinate~~ secured by the ~~Loans to any other Indebtedness without the written consent of all of the Lenders;~~ Collateral, or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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 Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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~~ 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 from~~waive, 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: (i) reduce the amount or extend the ~~scheduled date of maturity of any Loan or Note or any installment thereon~~Commitment 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 ~~2.8~~ 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 '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 ~~2.7(b~~2.4(b), nor any amendment of Section ~~2.7(b~~2.4(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the Administrative Agent; or (iv) release the Borrower ~~or all or substantially all of the Guarantors~~ from its obligations ~~under the Guaranty~~hereunder, without the written consent of all of the Lenders and any Hedging Agreement ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ~~Providers~~Provider; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (viii) 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 appropriate~~Lenders; or (ix) 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 ~~2.11(b~~2.8(b) without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xix) without the consent of all the Lenders, amend, modify or waive Section 4.2 or any other provision of ~~Article VIII without~~ this Credit Agreement if the ~~written consent~~ effect of ~~the then Administrative Agent~~such amendment or waiver is to require Lenders to make Loans when such Lenders would not otherwise be required to do so; or (~~xii~~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 (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~~ Agent 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, and the Administrative ~~Agent and all future Participants, Lenders or assignees~~Agent. 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 Loans ~~and 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, 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 Loans, 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.of

Appears in 1 contract

Samples: Revolving Credit Agreement (Prospect Energy Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Revolving Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~subsection. The ~~Required~~ Majority Lenders ~~may~~ affected thereby may, or, with the written consent of the ~~Required Lenders~~Majority 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 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~~waive, on such terms and conditions as the ~~Required~~ Majority Lenders may specify in such instrument, any of the requirements of this 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 (i) reduce the amount or extend the scheduled final date of maturity of any ~~Loan~~ Revolving Loan, LOC Obligation or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release the Borrower~~ amend, modify or ~~all or substantially all~~ waive any provision of ~~the Guarantors from obligations under the Guaranty,~~ Section 8 without the written consent of ~~all of~~ the ~~Lenders and Hedging Agreement Providers; or~~ then Administrative Agent, (iv) release all or substantially all of the ~~Collateral~~ 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 (v) ~~subordinate~~ release all or substantially all of the ~~Loans to any other Indebtedness~~ Guarantors from their obligations under the Guaranty without the written consent of all of the Lenders~~; or (vi) permit a Letter of Credit~~ , except to ~~have an original expiry date more than twelve (12) months from~~ the ~~date of issuance without the consent of each of the Revolving Lenders; provided,~~ extent that ~~the expiry date of any Letter of Credit may be extended~~ such releases are provided for in ~~accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under~~ this Agreement or the other Credit ~~Documents without the written consent of all of the Lenders~~Documents; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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, provided further, that no such amendment, ~~waiver~~ waiver, supplement, modification or ~~consent~~ release 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,~~ 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~~ Agent, the Issuing Lender and all future ~~Participants, Lenders or assignees~~holders of the Revolving Notes. In the case of any waiver, the Borrower, the ~~other Credit Parties~~Lenders, the ~~Lenders~~ Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (Official Information Co)

Amendments, Waivers and Release of Collateral. Neither this ~~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, ~~extended~~nor may a consent to any departure by any Borrower from the terms hereof or thereof be effective, ~~restated, replaced, or supplemented (by amendment, waiver, consent or otherwise)~~ except in accordance with the provisions of this ~~Section~~ 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 ~~Section~~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~~ Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~ thereunder, (b) ~~waive or consent to the departure from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences, or (c) consent to the departure by any Borrower from the terms of this Agreement or any other Credit Document; provided, however, that no such waiver, amendment, supplement, modification, ~~release, waiver~~ release or consent shall: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, 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 2.8 which shall be determined by a vote of the Required Lenders~~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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release the Borrower~~ amend, modify or ~~all or substantially all~~ waive any provision of ~~the Guarantors from obligations under the Guaranty,~~ Article VIII without the written consent of ~~all of~~ the ~~Lenders and Hedging Agreement Providers;~~ then Administrative Agent, or (iv) release ~~all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to~~ any ~~other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months~~ Borrower from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its ~~rights or~~ obligations under ~~this Agreement or other~~ the Credit Documents without the written consent of all of the Lenders; , or (~~viii~~v) release all or substantially all of the Collateral, without the written consent of all of the Lenders, or (vi) 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/or the Issuing ~~Lender and/or the Swingline~~ Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (vii) permit any Borrower to acquire any Person other than in connection with a Permitted Acquisition without the written consent or approval of the Required Lenders. 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~~Borrowers, the Lenders, the Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, the other ~~Credit Parties~~Borrowers, the ~~Lenders~~ Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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, (x) 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 Parent Borrower 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 2.1(a) and Schedule 9.2 and Section 9.2 from time to time in the manner requested by the Parent Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans or change in the Administrative Agent as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Parent Borrower and each Lender, and (y) any waiver of, or modification to, Section 2.6(a) and Section 2.7(b)(ii)—(vi) or any definition used in such Section, shall only require the consent of the Required Lenders. 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 Loans, 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~~ Borrower 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 1 contract

Samples: Credit Agreement (Si International Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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~~ thereunder, or (b) ~~waive or consent to the departure from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 ~~Commitment~~Commitment (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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release~~ amend, modify or waive any provision of Article VIII, without the ~~Borrower or all or substantially all~~ written consent of the ~~Guarantors~~ Administrative Agent; or (iv) release any Guarantor from ~~obligations under~~ the ~~Guaranty~~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 forgive any amounts owing hereunder, without the written consent of all of the Lenders ~~and Hedging Agreement Providers~~affected thereby; or (~~iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v~~vi) subordinate the Loans to any other ~~Indebtedness~~ Debt without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 all of the Required Lenders or ~~all the~~ Lenders as appropriate; or (ix) 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 ~~2.11(b~~2.12(b) without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xix) ~~amend~~amend or modify the provisions to the Credit Documents to permit the Borrower to obtain borrowings in currencies other than Dollars, ~~modify or waive any provision of Article VIII~~ without the written consent of all the ~~then Administrative Agent~~Lenders affected thereby; or (~~xii~~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 (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, 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. ~~For~~ If, in connection with any proposed amendment, modification, supplement, waiver or release (a “Proposed Change”) requiring the ~~avoidance~~ consent of ~~doubt~~ 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 ~~notwithstanding any provision~~ 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 ~~contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent~~ outstanding principal amount of the ~~Credit Parties~~ 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 ~~Required Lenders (i) to increase the aggregate Commitments of the Lenders (provided that no~~ Replacement 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 succeed to the ~~consent~~ rights and obligations of ~~the other Lenders thereunder~~such Non-Consenting Lender hereunder.

Appears in 1 contract

Samples: Credit Agreement (Capitalsource Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified except in accordance with the provisions of this ~~Section~~ Section, nor may the Borrower, any Guarantor or any other obligor hereunder or any Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this ~~Section~~Section 9. 1. The Required Lenders ~~may~~ may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Security Trustee may, from time to time, (a) enter into with the Borrower or any other Consolidated Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Consolidated Party hereunder or thereunder or (b) ~~waive or consent to the departure from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the ~~then~~ Administrative ~~Agent~~Agent and the Security Trustee; or (~~xii~~iv) ~~amend~~ release the Borrower or ~~modify~~ any material Guarantor from its obligations hereunder or under the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guaranty, without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby~~all of the Lenders; or (~~xiii~~v) ~~amend~~ release all or substantially all of the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ collateral, without the written consent of ~~any Hedging Agreement Provider that would be adversely affected thereby~~all of the Lenders; or (~~xiv~~vi) ~~amend~~ amend, modify or waive any provision of the ~~definitions~~ Credit Documents relating to the percentage level of ~~“Borrowing Base”~~ the Lenders required to consent to or ~~“Accessible Borrowing Availability”~~ approve any request of the Credit Parties or to waive any ~~definitional component thereof~~ condition or provision of the Credit Documents, without the written consent of all of the ~~Super Majority Required Lenders;~~ Lenders and, provided~~, further~~, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the ~~Issuing Lender~~ Security Trustee or the ~~Swingline~~ Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the ~~Issuing Lender~~ Security Trustee and/or the ~~Swingline~~ Issuing Lender, as applicable, in addition to the Lenders required ~~hereinabove~~ herein above to take such action; or (vii) subordinate the Loans to any other Indebtedness, without the written consent of all the Lenders. 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 Security Trustee and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the Borrower, the other Credit Parties, the ~~Lenders and~~ Lenders, the Administrative Agent and the Security Trustee shall be restored to their former position and rights hereunder and under the outstanding Loans and 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 Security Trustee, 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~~Borrower, the ~~consent of the Borrower~~ Security Trustee 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 Loans, 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~~ Consolidated 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 1 contract

Samples: Credit Agreement (Right Management Consultants 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 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 from~~waive, 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: (i1) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Revolving Lender ~~holding a Revolving Commitment~~ 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 ~~Loan~~Loan Lender; or (ii2) 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 (~~iii~~3) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (4) 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 (iv5) release all or substantially all of the ~~Collateral~~ Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or (~~v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi~~6) permit ~~a Letter of~~ any Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower 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~~Lenders other than in connection with a transaction permitted under Section 6.5(a)(v); or (~~viii~~7) 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 8) amend, modify or waive any provision of ~~Article VIII~~ 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 ~~then~~ Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (~~xii~~9) 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 (~~xiii~~10) ~~amend~~ amend, modify or waive the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ order in which Credit Party Obligations are paid in Section 2.12(b) without the written consent of ~~any~~ each Lender and each Hedging Agreement Provider ~~that would be adversely~~ directly 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 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 and Commitments 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; , or (vi) ~~permit a Letter~~ amend, modify or waive any provision of ~~Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of~~ Section 2.2 or otherwise increase the Revolving ~~Lenders; provided~~Committed Amount, ~~that the expiry date of any Letter of Credit may be extended~~ other than in ~~accordance~~ compliance with ~~the terms of~~ Section ~~2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents~~ 2.2, without the written consent of all of the Lenders; , or (~~viii~~vii) 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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) 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (TTM Technologies Inc)

Appears in 1 contract

Samples: Credit Agreement (Cybex International Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~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, ~~extended~~nor may a consent to any departure by any Borrower from the terms hereof or thereof be effective, ~~restated, replaced, or supplemented (by amendment, waiver, consent or otherwise)~~ except in accordance with the provisions of this ~~Section~~ 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 ~~Section~~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~~ Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~ thereunder, (b) ~~waive or consent to the departure from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences, or (c) consent to the departure by any Borrower from the terms of this Agreement or any other Credit Document; provided, however, that no such waiver, amendment, supplement, modification, ~~release, waiver~~ release or consent shall: (i) (A) reduce the amount or forgive or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or (B) extend the expiration date of a Letter of Credit beyond the Revolving Commitment Termination 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 2.8 which shall be determined by a vote of the Required Lenders~~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 Commitment, in each case without the written consent of each Lender directly affected thereby; ~~provided that~~or (ii) amend, ~~it is understood and agreed that (A) no waiver, reduction~~ modify or ~~deferral of a mandatory prepayment required pursuant to~~ waive the order in which Borrowers’ Obligations are paid in Section ~~2.7(b), nor any amendment of Section 2.7(b~~2.8(b)(vi) or the ~~definitions~~ pro rata treatment of ~~Asset Disposition~~payments in Section 2.12(a), Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require without the written consent of each Lender ~~holding a Revolving Commitment and~~ directly affected thereby; provided that, notwithstanding the foregoing, such order or treatment may be modified without the consent of each Lender directly affected thereby (Cbut with the consent of the Required Lenders) ~~any reduction in the stated rate~~ to permit additional extensions of ~~interest on~~ credit constituting (A) term loans to share ratably with the Term Loan ~~shall only require~~ in the application of repayment or prepayments pursuant to Section 2.8 or Section 2.12 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 2.8 or Section 2.12 with the consent of the Required Lenders; or (iii) amend, modify or waive the order in which Borrowers’ Obligations are paid in Section 2.12(b) or the definition of “Borrowers’ Obligations” to delete or otherwise modify the treatment of any obligations referenced in such definition without the written consent of each ~~Lender holding a portion~~ Secured Party directly affected thereby; provided that, notwithstanding the foregoing, Section 2.12(b) and the definition of “Borrowers’ Obligations” may be amended or modified without the ~~outstanding Term Loan~~consent of each Secured Party directly affected thereby to permit additional extensions of credit approved by the Required Lenders to share ratably with the other Borrowers’ Obligations; or (iiiv) amend, modify or waive the definition of “Secured Hedging Agreement”, “Hedging Agreement Provider” or “Secured Party” without the consent of each Hedging Agreement Provider; or (v) 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 (~~iii~~vi) ~~release the Borrower~~ amend, modify or ~~all or substantially all~~ waive any provision of ~~the Guarantors from obligations under the Guaranty,~~ Article VIII without the written consent of ~~all of~~ the ~~Lenders and Hedging Agreement Providers~~then Administrative Agent; or (ivvii) release ~~all or substantially all of~~ any Borrower from its obligations under the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Credit Documents without the written consent of all of the Lenders; or (viviii) release all or substantially all of the Collateral, without the written consent of all of the Secured Parties; 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 all of the Required Lenders or Lenders as appropriate; or (x) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi~~) 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~~ Section 9.6 to ~~delete~~ prohibit or ~~exclude any obligation~~ further restrict participations 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 assignments of the ~~Super Majority Required Lenders~~Loans and Commitments; or 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~~Borrowers, the Lenders, the Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, the ~~other Credit Parties~~Lenders, the ~~Lenders~~ Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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, (x) 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, that the Administrative Agent will provide written notice to the Parent Borrower 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 2.1(a) and Schedule 9.2 and Section 9.2 from time to time in the manner requested by the Parent Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans or change in the Administrative Agent as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Parent Borrower and each Lender, and (y) any waiver of, or modification to, Section 2.7(a) or Section 2.8(b)(ii) – (vi) or any definition used in such Section, shall only require the consent of the Required Lenders. 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 Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code (to the extent such Section of the Bankruptcy Code (or any successor Section of the Bankruptcy Code) remains in effect) supersedes 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. 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 1 contract

Samples: Credit Agreement (Si International Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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 from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any ~~Loan~~ Loan, Note or ~~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 ~~2.8~~ 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 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, reduction or deferral of a mandatory prepayment required pursuant to Section 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (CB) 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 (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate any Credit Party Obligations to any other Indebtedness or the ~~Loans~~ Liens securing the Credit Party Obligations to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; ~~provided,~~ provided that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (~~vii~~viii) permit ~~the Borrower~~ any Credit Party to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 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 (ixxi) 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 (xxii) 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~~ Lenders, including, without limitation, as provided in Section ~~2.11(b)~~ 2.12, without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Orthofix International N V)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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~~PROVIDED, ~~however~~HOWEVER, that no such waiver and no such amendment, waiver, supplement, ~~modification, release, waiver~~ modification or ~~consent~~ release shall: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 ~~2.7(b), nor~~ 2.8(b) hereof shall not constitute increases in the Commitment of any ~~amendment of Section 2.7(b)~~ Lender or ~~the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Extraordinary Receipt, 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 Loan or 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 (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 LoanLender); or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) ~~amend~~ release all or ~~modify~~ any substantial portion of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby~~all of the Lenders; or (~~xiii~~v) ~~amend~~ release all or any substantial portion of the ~~definitions~~ Collateral without the written consent of ~~“Hedging Agreement,” “Secured Hedging Agreement,”~~ all of the Lenders, or (vi) amend, modify or ~~“Hedging Agreement Provider”~~ waive the allocation of any payments or 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 such Loans), or the order of application of payments specified in Section 2.8 without the consent ~~of any Hedging Agreement Provider that would be adversely~~ 100 of, if affected thereby~~; or~~, (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. (~~xiv~~vii) ~~amend~~ amend, modify or waive the ~~definitions~~ requirement that any issue be resolved or determined with the consent, approval or upon the request of ~~“Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ the Required Lenders without the written consent of the ~~Super Majority~~ Required Lenders~~; provided~~, ~~further~~or with the consent, approval or upon the request of all Lenders, without the written consent of all of the Lenders to the change of such voting requirement and, PROVIDED, FURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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.101

Appears in 1 contract

Samples: Credit Agreement (Suiza Foods Corp)

Amendments, Waivers and Release of Collateral. ~~Neither~~ Subject to the terms of Section 9.12, neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce or forgive the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.4(b), nor any amendment of Section ~~2.7(b~~2.4(b) or the definitions of Asset Disposition, Debt Issuance, ~~Equity Issuance, Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) ~~permit a Letter of Credit to have an original expiry date more than twelve (12~~amend, modify or waive Section 2.1(d) ~~months from the date of issuance~~ without the written consent of ~~each of~~ all the ~~Revolving~~ Lenders~~; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a)~~; or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this 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 (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 (ix) amend or modify the definition of Credit Party Obligations to delete or exclude an obligation or liability described therein without the written 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 soeach Lender directly affected thereby; or (x) [Reserved]. (xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.4 or ~~in a manner that would alter~~ Section 2.7(b), the pro rata sharing of payments by and among the Lenders in Section ~~2.11(b~~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 (xixii) [Reserved]. (xiii) [Reserved]. (xiv) [Reserved]; or (xv) 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~~ Agent 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 ~~8.9~~9.9). 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 Loans, 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 1 contract

Samples: Second Lien Term Loan Facility (Horizon Lines, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce or increase the amount or extend the scheduled date of maturity of ~~any~~ the Loan or ~~Note~~ Notes or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment ~~thereof or increase the amount or extend the expiration date of any Lender’s Commitment~~thereof, 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 2.7(b), nor any amendment of Section 2.7(b) or~~ increase the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require Committed Amount without the written consent of ~~each Lender holding a Revolving~~ all Lenders or the amount of any Lender’s Commitment ~~and (C) any reduction in the stated rate of interest on the Term Loan shall only require~~ without the written consent of ~~each Lender holding a portion of the outstanding Term Loan;~~ all Lenders directly affected thereby, or (iiiii) 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 (~~iii~~iv) amend, modify or waive any provision of Article IX without the written consent of the then Administrative Agent, or (v) 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 (ivvi) 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 (v) subordinate~~ Collateral that would result in the ~~Loans 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 (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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~~ Lenders, as appropriate~~; or (ix) 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)~~and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ Agent 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 ~~Participants, Lenders or assignees~~holders of any 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 ~~Loans~~ Loan and 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 ~~8.9~~9.9); 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 ~~Loans~~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. 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 thereunderInsolvency Proceeding.

Appears in 1 contract

Samples: 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (iv) release all or substantially all of the Collateral~~ as applicable, without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) ~~subordinate~~ release all or substantially all of the ~~Loans to any other Indebtedness~~ Collateral, without the written consent of all of the ~~Lenders~~Lenders and Hedging Agreement Providers; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from~~ the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 Lenders~~Documents; 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 (ixvii) 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~~ 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 (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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xiviii) amend, modify or waive any provision of ~~Article VIII~~ 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 (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 ~~then~~ Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (~~xii~~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 (~~xiii~~xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.13(b) 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; 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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~~Sections 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Lionbridge Technologies Inc /De/)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 (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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(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~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Secured Parties; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the 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 terms of Section ~~2.3(a~~2.2(a) or Section 2.5(a), as applicable; or (~~vii~~viii) 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~~Documents; or (~~viii~~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 (ix) 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 in Section 2.9(b)(x) or ~~in a manner that would alter~~ the pro rata ~~sharing~~ treatment of payments ~~by and among the Lenders~~ in Section ~~2.11(b)~~ 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 (xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.13(b) or the definition of “Credit Party Obligations” to delete or otherwise modify the treatment of any ~~provision~~ obligations referenced in such definition without the written consent of ~~Article VIII~~ 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”, “Hedging Agreement Provider” or “Secured Party” without the consent of each Hedging Agreement Provider; or (xiii) without the written consent of the ~~then Administrative Agent; or~~ Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (~~xii) amend~~ 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 ~~definition~~ revolving credit facility, swingline subfacility and revolving letter of ~~Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender~~ credit subfacility provided under Sections 2.1, 2.2 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 thereby2.3; or (xiv) ~~amend the definitions of “Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ without the written consent of the ~~Super Majority Required Lenders;~~ 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 no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, ~~the~~ 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, ~~the~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Gencorp Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, waived, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon (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 ~~2.8~~ 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 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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset ~~Disposition~~Value, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ Securitization or Extraordinary ~~Receipt,~~ 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 Loan or Note, and (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 (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 Loan~~Commitment; or (ii) 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 (iii) 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 Providers~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of~~ any ~~Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the~~ Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ixviii) 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 (xix) 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 ~~2.11(b)~~ 2.9 without the written consent of each Lender and ~~each Hedging Agreement Provider~~ directly affected thereby; or (xix) 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 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~~ Agent 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. 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 ~~Borrower~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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~~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 ~~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~~ 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Revolving Lender ~~holding a Revolving Commitment~~ 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 ~~Loan~~Loan Lender; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) ~~amend~~ release the Borrower or ~~modify~~ all or substantially all of the ~~definition of Credit Party Obligations to delete~~ Guarantors from their respective obligations hereunder or ~~exclude any obligation or liability described therein~~ under the Guaranty, 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 all of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future Participants, 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 Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingHedging Agreement Providers; 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 Loans, 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.or

Appears in 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~Default Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then ~~Administrative~~ Agent; , or (~~xii~~iv) ~~amend or modify~~ release any of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty, without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby;~~ all of the Lenders, or (~~xiii~~v) ~~amend~~ release all or substantially all of the ~~definitions~~ collateral, without the written consent of ~~“Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ all of the Lenders, or (vi) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, extend the time for or the amount or the manner of application of proceeds of any ~~Hedging Agreement Provider that would be adversely affected thereby;~~ mandatory prepayment required by Section 2.7(b)(ii), (iii), (iv), (v) or (vi) hereof, or (~~xiv~~vii) ~~amend~~ amend, modify or waive the ~~definitions~~ Lender approval requirements of ~~“Borrowing Base”~~ any provision of the Credit Documents which at such time requires the consent, approval or ~~“Accessible Borrowing Availability”~~ request of the Required Lenders or ~~any definitional component thereof~~ all Lenders, as the case may be, without the written consent of all of the ~~Super Majority Required Lenders;~~ Lenders and, provided, further, that no amendment, waiver or consent affecting -------- ------- the rights or duties of the ~~Administrative Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Advanced Glassfiber Yarus LLC)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 Guaranty~~Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any ~~other Indebtedness without the written consent of all of the Lenders;~~ Hedge Bank, or (vi) ~~permit a Letter~~ amend the definitions of ~~Credit to have an original expiry date more than twelve~~ (12a) ~~months from the date of issuance~~ “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedge Bank” without the consent of ~~each 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 ~~Revolving Lenders; provided, that the expiry date~~ consent of any ~~Letter of Credit may~~ Cash Management Bank that would be ~~extended in accordance with the terms of Section 2.3(a)~~adversely affected thereby; or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/or the Issuing ~~Lender and/or the Swingline~~ Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (viii) 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 effect of such amendment, modification or waiver is to require the Revolving Lenders (pursuant to, in 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 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 if 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 any further action or consent of 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 shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Commitment of such Lender may not be increased or extended without the consent of such 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8 which shall be determined by a vote of the Required Lenders~~2.7) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset Disposition, Debt Issuance, Equity ~~Issuance, Excess Cash Flow~~ Issuance or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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~~each Lender directly affected thereby; or (iii) amend, modify or waive any right or duty of the Administrative Agent (including, without limitation, any provision of Article VIII) or the Issuing Lender under any Credit Document without the written consent of the then Administrative Agent or the Issuing Lender, as applicable; or (iv) 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 (~~iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v~~vi) subordinate the Loans to any other Indebtedness without the written consent of ~~all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of~~ each ~~of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a)~~Lender directly affected thereby; or (vii) 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 (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 (ix) 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 ~~2.11(b~~2.5(b)(vi) or Section 2.10(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (xii~~ix) amend ~~or modify~~ the definition of “Credit Party ~~Obligations~~ Obligations” to delete or ~~exclude~~ modify any obligation ~~or liability described~~ listed therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xiii~~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; 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Fisher Communications Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such waiver and no such amendment, waiver, supplement, ~~modification, release, waiver~~ modification or ~~consent~~ release shall: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; , or (vi) ~~permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance~~ without the consent of ~~each~~ Lenders holding in the aggregate more than 50% of the ~~Revolving Lenders; provided~~outstanding Term Loans, ~~that~~ extend the ~~expiry date~~ time for or the amount or the manner of application of proceeds of any ~~Letter of Credit may be extended in accordance with the terms of~~ mandatory prepayment required by Section ~~2.3(a~~2.8(b)(ii); , (iii) or (iv) hereof, or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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~~appropriate and, ~~the aggregate principal amount of outstanding Revolving Loans)~~PROVIDED, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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, furtherFURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (TTM Technologies Inc)

Appears in 1 contract

Samples: Credit Agreement (TTM Technologies Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8 which shall be determined by a vote of the Required Lenders~~2.10) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any right or duty of the Administrative Agent (including, without limitation, any provision of Article VIII) or the Issuing Lender under any Credit Document without the written consent of the then Administrative Agent or the Issuing Lenders, as applicable, or (iv) 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 (ivv) 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 (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 actionDocuments. 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Fisher Communications Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any ~~Loan~~ Loans or 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 ~~2.8~~ 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 Commitment~~thereof, 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 ~~2.7(b~~2.3(b), nor any amendment of Section ~~2.7(b~~2.3(b) or the definitions of Asset Disposition, Facility Disposition, Qualified IPO, Debt ~~Issuance, Equity~~ Issuance, Excess Cash Flow or 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 ~~Loan~~ Loans or 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 (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 Loan; or (ii) 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 (iii) release the Borrower from its obligations hereunder, without the written consent of all of the Lenders or release 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~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ix) 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 (xviii) 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 ~~2.11(b~~2.6(b) without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xiix) amend, modify or waive any provision of Article VIII or Section 2.2 without the written consent of the then Administrative Agent; or (~~xii~~x) amend or modify the definition of “Credit Party ~~Obligations~~ 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~~xi) ~~amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ 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 (~~xiv~~xii) amend or modify the ~~definitions~~ definition of “~~Borrowing Base~~Required Lenders” ~~or “Accessible Borrowing Availability” or any definitional component thereof~~ without the written consent of all 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~~ Agent 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (Riviera Holdings Corp)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or; (ii) 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~~; (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent~~; or~~; (~~xii~~iv) release any Lien granted in favor of Administrative Agent with respect to all or substantially all of the 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; (vi) permit any Credit Party to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents; (vii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of all Lenders, without the written consent of all Lenders; (viii) amend, modify or 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 Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action; (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~~ directly affected thereby; or (~~xiii~~x) ~~amend~~ amend, modify or waive the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ order in which Obligations are paid in Section 2.9(b) without the written consent of ~~any Hedging Agreement Provider that would be adversely~~ each Lender directly 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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~~8.9 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 Loans, 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. ~~For the avoidance of doubt and notwithstanding any provision~~ Notwithstanding anything to the contrary ~~contained in this Section 9.1~~herein, ~~this Agreement~~ 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 ~~amended (or amended and restated)~~ effected with the ~~written~~ consent of the ~~Credit Parties and the Required~~ applicable Lenders ~~(i) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent~~other than Defaulting Lenders), (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 except that (x) the Commitment of ~~Section 9.1 corresponding to~~ any Defaulting Lender may not be increased or extended without the consent ~~rights~~ 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 ~~thereunder~~shall require the consent of such Defaulting Lender.

Appears in 1 contract

Samples: Credit Agreement (CSS Industries Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the 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 (vi) permit a Letter of Credit to have an original expiry date more than ~~twelve~~ eighteen (1218) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~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~~ Lender, each Hedging Agreement Provider and each Cash Management Bank directly affected thereby; or (~~xiii~~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~~ thereby or (~~xiv~~B) amend the definitions of “~~Borrowing Base~~Cash Management Agreement,” “Secured Cash Management Agreement,” or “~~Accessible Borrowing Availability~~Cash Management Bank” ~~or any definitional component thereof~~ without the consent of ~~the Super Majority Required Lenders~~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 Participants, 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 Loans and 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 Loans, 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)

Appears in 1 contract

Samples: Credit Agreement (Manitowoc Co Inc)

Amendments, Waivers and Release of Collateral. (a) Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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 ~~Section~~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 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 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~~waive, 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 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: (i) reduce or forgive the principal amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release~~ amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) amend, modify or waive any provision of this Agreement to permit the Borrower or to select Interest Periods with a duration longer than six months without the consent of each Lender directly affected thereby; or (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; or (ivvi) release all or substantially all of the ~~Collateral~~ Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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; (viii) 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 pursuant to Section 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (x) amend, modify or waive the definition “Borrowing Base” (or any provision of this Agreement that would result in an increase in the Borrowing Base), clause (xviii) of the definition “Permitted Liens” or Section 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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) ~~the Required~~ If, at any time there are three or more 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, under this Agreement ~~may be amended (~~and, in connection with any proposed change, waiver, discharge or ~~amended and restated) with the written consent~~ termination 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 provisions of this Agreement ~~and~~ as contemplated by Section 9.1(a), 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 consent of the Required Lenders ~~and/or~~ 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 ~~provide consent rights~~ 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 Section 2.15(b) so long as at the time of such ~~lenders under subsections (ix) and/or (x) of Section 9.1 corresponding~~ replacement each such new Lender consents to the ~~consent rights of the other Lenders thereunder~~proposed change, waiver, discharge or termination.

Appears in 1 contract

Samples: Credit Agreement (Vycom Corp.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent; or (iv) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 ~~the Required Lenders or~~ all the Lenders as appropriate; or (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ Agent 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: 364 Day Credit Agreement (Dial Corp /New/)

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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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~~ 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release~~ amend, modify or waive any provision of Article VIII without the ~~Borrower or all or substantially all~~ written consent of the ~~Guarantors~~ then Administrative Agent, or (iv) release any Borrower from its obligations hereunder or 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; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; Provider, or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xivii) amend, modify or waive any provision of ~~Article VIII~~ the 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 ~~then~~ Administrative Agent, such Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (~~xii~~viii) 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 (~~xiii~~ix) ~~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 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 each 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Newark Group Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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 from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such waiver and no such amendment, waiver, supplement, ~~modification, release, waiver~~ modification or ~~consent~~ release shall: (i) reduce the amount or extend the scheduled date of any principal installment or the final maturity of any Loan or ~~Note or any installment thereon~~Note, 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 ~~2.8~~ 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, Leverage Ratio, Qualifying IPO or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 Providers~~Lenders; or (ivv) 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 (v) subordinate the Loans to any other Indebtedness without the written consent of all of the~~ Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 all of the Required Lenders or ~~all the~~ Lenders as appropriate; oror 105 (ix) 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 (xvii) amend, modify or waive the ~~order in which Credit Party Obligations are paid or in a manner that would alter the pro rata sharing~~ provisions of ~~payments by and among the Lenders in~~ Section ~~2.11(b~~2.12(b) without the written consent of ~~each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent~~ all 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~~PROVIDED, ~~further~~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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Medvest Holdings Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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~~ Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; , or (vi) ~~permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance~~ without the consent of ~~each~~ Lenders holding in the aggregate more than 50% of the ~~Revolving Lenders; provided~~outstanding Term Loans, ~~that~~ extend the ~~expiry date~~ time for or the amount or the manner of application of proceeds of any ~~Letter of Credit may be extended in accordance with the terms of~~ mandatory prepayment required by Section ~~2.3(a~~2.8(b)(ii); , (iii), (iv), (v) or (vi) hereof, or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 ~~the Required Lenders or~~ all of the Lenders ~~as appropriate; or (ix) 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~~and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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, that the Administrative Agent will provide written notice to the Borrowers of any such amendment, modification or waiver. 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 Borrowers, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, 93 100 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Racing Champions Corp)

Amendments, Waivers and Release of Collateral. ~~Neither~~ Subject to the terms of Section 9.12, neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce or forgive the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon or any Reimbursement Obligation, 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, ~~Equity Issuance, Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 Bank Product Providers; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers or Bank Product Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance or after the Revolver Maturity Date without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a)) to a date on or prior to the Revolver Maturity Date; or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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, Hedging Agreement Provider and Bank Product Provider directly affected thereby; or (x) 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~~ Loans, or the Swingline Lender shall be required to fund Swingline Loans, when such Lenders would otherwise not be required to do so; or (xxi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b)(v) or ~~in a manner that would alter~~ Section 2.12(b), the pro rata sharing of payments by and among the Lenders in Section ~~2.11(b~~2.12(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~~ Lender, Hedging Agreement Provider and Bank Product Provider directly affected thereby; or (~~xi) 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~~xiii) amend the definitions of “~~Borrowing Base~~Bank Product,” “Bank Product Obligations,” or “~~Accessible Borrowing Availability~~Bank Product Provider” ~~or any definitional component thereof~~ without the consent of any Bank Product Provider that would be adversely affected thereby; or (xiv) permit an Interest Period of greater than six months if not available to all applicable Lenders; or (xv) amend, modify or waive any provision of Article VIII without the ~~Super Majority Required Lenders~~written consent of the Administrative Agent; 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 ~~8.9~~9.9). 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 Loans, 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~~10.1, this Agreement may be amended ~~(or amended and restated)~~ and/or restated with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate ~~Commitments~~ commitments of the Lenders (~~provided that no~~ with the consent of each Lender ~~shall be required to increase its~~ whose commitment ~~without its consent~~is increased), (ii) to add one or more additional borrowing ~~Tranches~~ 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~~ Extensions of ~~credit~~ Credit from time to time outstanding under such additional borrowing ~~Tranche(s~~tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the ~~lenders~~ Lenders under such additional borrowing ~~Tranches~~ tranches in any determination of the Required Lenders and/or to provide consent rights to such ~~lenders~~ Lenders under subsections (ix) ~~and/or~~ and (x) of Section ~~9.1~~ 10.1 corresponding to the consent rights of the other Lenders thereunder.

Appears in 1 contract

Samples: Credit Agreement (Horizon Lines, Inc.)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than ~~twelve~~ eighteen (1218) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~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~~ Lender, each Hedging Agreement Provider and each Cash Management Bank directly affected thereby; or (~~xiii~~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~~ thereby or (~~xiv~~B) amend the definitions of “~~Borrowing Base~~Cash Management Agreement,” “Secured Cash Management Agreement,” or “~~Accessible Borrowing Availability~~Cash Management Bank” ~~or any definitional component thereof~~ without the consent of ~~the Super Majority Required Lenders~~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. 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 Participants, 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 Loans and 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 Loans, 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 ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~Default Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then ~~Administrative~~ Agent; , or (~~xii~~iv) ~~amend or modify~~ release any of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty, without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby;~~ all of the Lenders, or (~~xiii~~v) ~~amend~~ release all or substantially all of the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ Collateral, without the written consent of ~~any Hedging Agreement Provider that would be adversely affected thereby;~~ all of the Lenders, or (~~xiv~~vi) ~~amend~~ amend, modify or waive the ~~definitions~~ Lender approval requirements of ~~“Borrowing Base”~~ any provision of the Credit Documents which at such time requires the consent, approval or ~~“Accessible Borrowing Availability”~~ request of the Required Lenders or ~~any definitional component thereof~~ all Lenders, as the case may be, without the written consent of all of the ~~Super Majority Required Lenders;~~ Lenders and, provided, further, that no amendment, waiver or consent affecting -------- ------- the rights or duties of the ~~Administrative Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (BGF Industries Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended~~waived or modified except in accordance with the provisions of this Section, ~~restated, replaced,~~ nor may the Borrower or ~~supplemented (by amendment, waiver, consent or otherwise)~~ any Guarantor be released 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~~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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’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 ~~2.7(b)~~2.7, nor any amendment of Section ~~2.7(b~~2.12(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; (iv) 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~~Lenders; (ivv) release all or substantially all of the Collateral other than as expressly permitted herein, without the written consent of all of the Lenders and any Hedging Agreement ~~Providers; or~~Provider; (vvi) subordinate the Loans to any other Indebtedness without he written consent of all of the Lenders; (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents; (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 all of the ~~Lenders; or~~Required Lenders or Lenders as appropriate; (viix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.12(b) or the pro rata treatment of payments in Section 2.12(a), without the written consent of each Lender 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 2.7 or Section 2.12 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 2.7 or Section 2.12; (x) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.12(b) or the definition of “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; (xi) 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); (xii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a)~~; or~~; (~~vii~~xiii) ~~permit the Borrower~~ require any Lender to ~~assign or transfer any~~ provide LIBOR Rate Loans with Interest Periods having a duration of ~~its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or~~ longer than six (~~viii~~6) 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 (ix) months 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~~Lender; (xxiv) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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” or “Secured Party” without the consent of ~~any~~ each Hedging Agreement ~~Provider that would be adversely affected thereby; or (xiv) amend the definitions of “Borrowing Base”~~ Provider: 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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~~ except for (i) any amendment, modification or waiver of the provisions of Section ~~8.9~~8.9 or (ii) any amendment, modification or waiver of the provisions of Article VIII that would impose any new obligation on any Credit Party); 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Glenayre Technologies Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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~~ Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, 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 2.8 which shall be determined by a vote of the Required Lenders~~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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) ~~release the Borrower~~ amend, modify or ~~all or substantially all~~ waive any provision of ~~the Guarantors from obligations under the Guaranty,~~ Article VIII without the written consent of ~~all of~~ the ~~Lenders and Hedging Agreement Providers;~~ then Administrative Agent, or (iv) release ~~all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to~~ any ~~other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months~~ Borrower from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its ~~rights or~~ obligations under ~~this Agreement or other~~ the Credit Documents without the written consent of all of the Lenders; , or (~~viii~~v) release all or substantially all of the Collateral, without the written consent of all of the Lenders, or (vi) 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/or the Issuing ~~Lender and/or the Swingline~~ Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (vii) permit any Borrower to acquire any Person other than in connection with a Permitted Acquisition without the written consent or approval of the Majority Lenders; provided that, if any such acquisition (other than a Permitted Acquisition) would result in the occurrence of a Default or an Event of Default that could not be amended or waived without the approval of the Required Lenders, then such acquisition shall only be permitted upon the consent of, or with the approval of, the Required Lenders. 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~~Borrowers, the Lenders, the Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, the other ~~Credit Parties~~Borrowers, the ~~Lenders~~ Lenders, the Issuing Lender and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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, (x) 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 Parent Borrower 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 2.1(a) and Schedule 9.2 and Section 9.2 from time to time in the manner requested by the Parent Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans or change in the Administrative Agent as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Parent Borrower and each Lender, and (y) any waiver of, or modification to, Section 2.6 and Section 2.7(b)(ii)—(v) or any definition used in such Section, shall only require the consent of the Required Lenders. 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 Loans, 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~~ Borrower 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 1 contract

Samples: Credit Agreement (Si International Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 (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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(b) or the definitions of Asset Disposition, Debt Issuance, ~~Equity Issuance, Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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~~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); or (ivv) 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 ~~Providers~~or the Security Documents; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section ~~2.3(a~~2.2(a); or (~~vii~~viii) 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~~Documents; or (~~viii~~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 (ix) 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 (A) the order in which Credit Party Obligations are paid or ~~in a manner that would alter~~ (B) the pro rata sharing of payments by and among the ~~Lenders~~ Lenders, in each case in accordance with Section ~~2.11(b~~2.9(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 (xi~~) 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; 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 (~~xiii~~xii) amend the definitions of “Hedging Agreement,” “~~Secured Hedging Agreement~~Bank Product,” or “~~Hedging Agreement~~ Bank Product Provider” without the consent of any ~~Hedging Agreement~~ Bank Product 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~~ 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, ~~the~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 ~~proceeding. For the avoidance of doubt~~ proceeding and ~~notwithstanding~~ (z) no Defaulting Lender shall have any ~~provision~~ right to ~~the contrary contained in this Section 9.1~~approve or disapprove any amendment, ~~this Agreement may be amended (~~waiver or ~~amended and restated) with the written~~ consent ~~of the Credit Parties and the Required Lenders~~ hereunder, except (i) ~~to increase~~ that the ~~aggregate Commitments~~ Commitment of such Lender may not be increased or extended without the ~~Lenders (provided that no~~ consent of such Lender ~~shall be required to increase its commitment without its consent),~~ and (ii) to ~~add one~~ the extent such amendment, waiver or consent impacts such Defaulting Lender more ~~additional borrowing Tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and~~ than 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 thereunderLenders.

Appears in 1 contract

Samples: Credit Agreement (Gencorp Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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~~ 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 ~~Loan~~Loan 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 (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) without the consent of Required 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)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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~; 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 (ia) to increase the aggregate Commitments of the Lenders (provided that no Lender shall be required to increase its commitment without its consent), (iib) 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~~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

Samples: Credit Agreement (Riviera Holdings Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~subsection. The ~~Required~~ Majority Lenders ~~may~~ affected thereby may, or, with the written consent of the ~~Required Lenders~~Majority Lenders affected thereby, 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 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~~waive, on such terms and conditions as the ~~Required~~ Majority Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such waiver and no such amendment, waiver, supplement, ~~modification, release, waiver~~ modification or ~~consent shall:~~ release shall (i) reduce the amount or extend the scheduled final date of maturity of any Loan or 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 2.8 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 Borrowers of any of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders~~; or~~ , or (iii) amend, modify or waive any provision of Section 8 without the written consent of the then Administrative Agent, or (iv) release ~~the Borrower or~~ all or substantially all of the ~~Guarantors from obligations under the Guaranty~~collateral, if any, or any Guarantor, without the written consent of all of the Lenders ~~and Hedging Agreement Providers; or (iv) release all or substantially all of~~ except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended extent such releases are provided for in ~~accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under~~ this Agreement or the other Credit ~~Documents~~ Documents, including, without ~~the written consent of all of the Lenders; or (viii~~limitation, pursuant to Section 6.5(a) 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 actionhereof. 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~~Borrowers, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower, the other Credit Parties~~Borrowers, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (Penton Media Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; , or (vi) ~~permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance~~ without the consent of ~~each~~ Lenders holding in the aggregate more than 66 2/3% of the ~~Revolving Lenders; provided~~Commitments then outstanding (or, ~~that~~ if the ~~expiry date~~ 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 ~~Letter of Credit may be extended in accordance with the terms of~~ mandatory prepayment required by Section ~~2.3(a~~2.7(b)(ii); , (iii) or (iv) hereof, or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 ~~the Required Lenders or~~ all of the Lenders ~~as appropriate; or (ix) 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~~and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 8.9~~the 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Dan River Inc /Ga/)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than ~~twelve~~ eighteen (1218) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~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 (~~xiii~~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~~; 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 Participants, 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 Loans and 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 Loans, 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 ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~Default Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’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~~changes 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 ~~2.7(b~~2.6(b) hereof shall not constitute increases in the Commitment of any Lender), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or (~~xii~~iv) ~~amend or modify~~ release a material portion of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty without the written consent of ~~each Lender and each Hedging Agreement~~ 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, or (vi) amend, modify or waive Section 2.11, Section 11.6 or any other provision of any Credit Document providing for the 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 affected Lenders; or (vii) subordinate the Credit Party Obligations described in clause (i) of the definition thereof to any other Indebtedness without the written consent of all Lenders directly affected thereby; or (~~xiii~~viii) ~~amend~~ impose any disproportionately greater restrictions on the ~~definitions~~ ability of ~~“Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ any Lender to assign any of its rights and obligations hereunder compared to other Lenders without the written consent of ~~any Hedging Agreement Provider that would be adversely affected thereby~~such lender; or (~~xiv~~ix) ~~amend~~ amend, modify or waive the ~~definitions~~ Lender approval requirements of ~~“Borrowing Base”~~ any provision of the Credit Documents which at such time requires the consent, approval or ~~“Accessible Borrowing Availability”~~ request of the Required Lenders or ~~any definitional component thereof~~ all Lenders, as the case may be, without the written consent of the ~~Super Majority~~ 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,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Consolidated Graphics Inc /Tx/)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, waived, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon (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 ~~2.8~~ 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 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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset ~~Disposition~~Value, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ Securitization or Extraordinary ~~Receipt,~~ 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 Providers~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of~~ any ~~Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the~~ Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ixviii) 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 (xix) 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 ~~2.11(b)~~ 2.9 without the written consent of each Lender and ~~each Hedging Agreement Provider~~ directly affected thereby; or (xix) 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 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~~ Agent 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. 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 ~~Borrower~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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~~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 ~~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~~ 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 ~~Agreement~~ --------------------------------------------- Agreement, nor any of the Revolving Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~subsection. The ~~Required~~ Majority Lenders ~~may~~ affected thereby may, or, with the written consent of the ~~Required Lenders~~Majority 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 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~~waive, on such terms and conditions as the ~~Required~~ Majority Lenders may specify in such instrument, any of the requirements of this 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 (i) reduce the amount or extend the scheduled final date of maturity of any Revolving Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Section 8 without the written consent of the then Administrative Agent, or (iv) 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 (iv) release all or substantially all of~~ except to the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended extent such releases are provided for in ~~accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under~~ this Agreement or the other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 actionDocuments. 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (T Sf Communications Corp)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than ~~twelve~~ eighteen (1218) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~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 (~~xiii~~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~~; 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 Participants, 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 Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (Osi Systems Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit ~~Documents~~Documents (including the Wachovia JEDA Letter of Credit and the Wachovia JEDA Reimbursement Agreement), nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 Company and the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Company and the Borrower hereunder or thereunder or (b) ~~waive or consent to the departure from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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 (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Agent, or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ collateral without the written consent of all of the Lenders~~; or~~ , or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 terminatedand, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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 Company, the Borrower, the other Credit Parties, the Lenders, the ~~Administrative~~ Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the Company, 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 Loans and 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 Loans, 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~~ in the ~~accrued interest and fees~~ manner requested by the Borrower, the Agent or any Lender in ~~respect thereof and (iii)~~ order to ~~include appropriately the lenders under such additional borrowing Tranches in~~ reflect any ~~determination~~ assignments or transfers of the ~~Required Lenders and/or to provide consent rights to~~ Loans as provided for hereunder; provided, however, that the Agent shall promptly deliver a copy of any such ~~lenders under subsections (ix) and/or (x) of Section 9.1 corresponding~~ modification to the ~~consent rights of the other Lenders thereunder~~Borrower and each Lender.

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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (~~vii~~viii) 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 (~~viii~~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 (ixx) 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 (xxi) 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 ~~or in a manner that would alter the pro rata sharing of payments by and among the Lenders~~ in Section ~~2.11(b~~2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 (xiiixiv) 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~~xv) ~~amend the definitions~~ amend, modify or waive any provision of ~~“Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ Article XI, without the written consent of all the ~~Super Majority Required Lenders;~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: First Lien Credit Agreement (American Pacific Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 9.1. The Required ~~Lenders may~~ Purchasers may, or, with the written consent of the Required ~~Lenders~~Purchasers, 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 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 from~~waive, on such terms and conditions as the Required ~~Lenders~~ Purchasers may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any ~~Loan or~~ 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 ~~2.8~~ 2.5(d) which shall be determined by a vote of the Required ~~Lenders~~Purchasers) or extend the scheduled date of any payment ~~thereof or increase the amount or extend the expiration date of any Lender’s Commitment~~thereof, 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 ~~2.7(b)~~2.5, nor any amendment of Section ~~2.7(b)~~ 2.5 or the ~~definitions~~ definition of ~~Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Extraordinary Receipt~~Change 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 Loan or~~ 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 (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 Loan; or (ii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required ~~Lenders~~Purchasers, without the written consent of all the ~~Lenders~~Purchasers; or (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) ~~amend~~ except as otherwise provided in Section 8.12, release the Borrower or ~~modify~~ all or substantially all of the ~~definition of Credit Party Obligations to delete~~ Guarantors from their respective obligations hereunder or ~~exclude any obligation or liability described therein~~ under the Guaranty, without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby~~all of the Purchasers; or (~~xiii~~v) ~~amend~~ except as otherwise provided in Section 8.12 or Section 9.6(a), release all or substantially all of the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ Collateral without the written consent of ~~any Hedging Agreement Provider that would be adversely affected thereby~~all of the Secured Parties; or (~~xiv~~vi) ~~amend~~ subordinate the ~~definitions of “Borrowing Base”~~ Notes or ~~“Accessible Borrowing Availability” or~~ other Credit Party Obligations to any ~~definitional component thereof~~ other Indebtedness without the written consent of all of the Purchasers; or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Note Purchase Agreement or other Note Purchase Documents without the written consent of all of the Purchasers; or (viii) amend, modify or waive any provision of the Note Purchase Documents requiring consent, approval or request of the Required Purchasers or all Purchasers without the written consent of the ~~Super Majority~~ Required ~~Lenders~~Purchasers or all the Purchasers as appropriate; or (ix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.5(f) or the pro rata treatment of payments in Section 2.5(f), without the written consent of the Required Purchasers; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent, the Issuing Lender or the Swingline Lender~~ Agent under any ~~Credit~~ Note Purchase 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~~ Purchasers 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 ~~Lenders~~Purchasers, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the 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 ~~Loans and~~ 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 ~~Loans~~Notes, 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. 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 1 contract

Samples: Note Purchase Agreement (Bravo Brio Restaurant Group, 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Revolving Lender ~~holding a Revolving Commitment~~ 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 ~~Loan~~Loan Lender; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the ~~Collateral~~ Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or (~~v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (~~vi) permit ~~a Letter of~~ any Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower 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~~Lenders other than in connection with a transaction permitted under Section 6.5(a)(v); or (~~viii~~vii) 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xiviii) amend, modify or waive any provision of ~~Article VIII~~ 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 ~~then~~ Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or (~~xii~~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 (~~xiii~~x) ~~amend~~ amend, modify or waive the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ order in which Credit Party Obligations are paid in Section 2.12(b) without the written consent of ~~any~~ each Lender and each Hedging Agreement Provider ~~that would be adversely~~ directly 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 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 and Commitments 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and each Hedging Agreement ~~Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders~~Provider; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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~~Documents; or (~~viii~~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 the Required Lenders or of all ~~the~~ Lenders as appropriate; or (viii) 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 2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (x) 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~~ continue to make 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 LendersLoans; 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Orthofix International N V)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, waived, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon (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 ~~2.8~~ 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 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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset ~~Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow~~ Value or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of~~ any ~~Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the~~ Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ixviii) 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 (xix) 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 ~~2.11(b)~~ 2.9 without the written consent of each Lender ~~and each Hedging Agreement Provider~~ directly affected thereby; or (xix) 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 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~~ Agent 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. 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 ~~Borrower~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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~~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 ~~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~~ 10.1 corresponding to the consent rights of the other Lenders thereunder.

Appears in 1 contract

Samples: Credit Agreement (Arbor Realty Trust Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 '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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Secured Parties; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the 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 terms of Section ~~2.3(a~~2.2(a) or Section 2.5(a), as applicable; or (~~vii~~viii) 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~~Documents; or (~~viii~~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 (ix) 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 in Section 2.9(b)(viii) or ~~in a manner that would alter~~ the pro rata ~~sharing~~ treatment of payments ~~by and among the Lenders~~ in Section ~~2.11(b)~~ 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 (xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.13(b) or the definition of "Credit Party Obligations" to delete or otherwise modify the treatment of any ~~provision~~ obligations referenced in such definition without the written consent of ~~Article VIII~~ 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", "Hedging Agreement Provider" or "Secured Party" without the consent of each Hedging Agreement Provider; or (xiii) without the written consent of the ~~then Administrative Agent; or~~ Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (~~xii) amend~~ 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 ~~definition~~ revolving credit facility, swingline subfacility and revolving letter of ~~Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender~~ credit subfacility provided under Sections 2.1, 2.2 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 thereby2.3; or (xiv) ~~amend the definitions of “Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ without the written consent of the ~~Super Majority Required Lenders;~~ 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 no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, ~~the~~ 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, ~~the~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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.117

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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.3(b), nor any amendment of Section ~~2.7(b~~2.3(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or Note, and (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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 (ix) 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~~ of the Credit Documents requiring consent, approval or ~~waive any Default~~ request of the Required Lenders or ~~Event~~ all Lenders, without the written consent of ~~Default (~~all of the Required Lenders 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~~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 ~~or in a manner that would alter the pro rata sharing of payments by and among the Lenders~~ in Section ~~2.11(b~~2.3(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) 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~~xiii) ~~amend the definitions~~ amend, modify or waive any provision of ~~“Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ Article XI, without the written consent of all the ~~Super Majority Required Lenders;~~ 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~~ Agent 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Second Lien Credit Agreement (American Pacific Corp)

Appears in 1 contract

Samples: Credit Agreement (Mortons Restaurant Group Inc)

Amendments, Waivers and Release of Collateral. 110 Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 ~~2.7(b), nor~~ 2.8(b) hereof shall not constitute increases in the Commitment of any ~~amendment of Section 2.7(b)~~ Lender or ~~the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Extraordinary Receipt, 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 Loan or 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 (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 LoanLender); or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) ~~amend~~ release all or ~~modify~~ any substantial portion of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby~~all of the Lenders; or (~~xiii~~v) ~~amend~~ release all or any substantial portion of the ~~definitions~~ Collateral without the written consent of ~~“Hedging Agreement,” “Secured Hedging Agreement,”~~ all of the Lenders, or (vi) amend, modify or ~~“Hedging Agreement Provider”~~ waive the allocation of any payments or 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 such Loans), or the order of application of payments specified in Section 2.8 without the consent ~~of any Hedging Agreement Provider that would be adversely~~ of, if affected thereby~~; or~~, (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. (~~xiv~~vii) ~~amend~~ amend, modify or waive the ~~definitions~~ requirement that any issue be resolved or determined with the consent, approval or upon the request of ~~“Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ the Required Lenders without the written consent of the ~~Super Majority~~ Required Lenders; , or with the consent, approval or upon the request of all Lenders, without the written consent of all of the Lenders to the change of such voting requirement and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Dean Foods Co/)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 from~~waive, 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: (i) 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 Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, ~~Equity Issuance,~~ Excess Cash Flow or ~~Extraordinary Receipt~~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~~ Loan or ~~Note~~Note or any installment thereon, (B2) 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 (C3) 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 (ii) 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 (iii) amend, modify or waive any provision of 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 each Lender directly affected thereby, or (iv) 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 (ivvi) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the~~ Lenders~~; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided~~, ~~that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a);~~ or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 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 (ix) without the consent of the Required Revolving Lenders ~~holding in~~ or the ~~aggregate more than 50% of the outstanding Revolving Commitments (or if the Revolving Commitments have been terminated~~Required Delayed Draw Term Loan Lenders, ~~the aggregate principal amount of outstanding Revolving Loans)~~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 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 ~~do so;~~ so fund pursuant to the terms of Section 2.3 and 4.2, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~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; 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 Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 ~~8.9~~8.9 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Pantry 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan~~Commitment; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) except as provided in Section 8.11, release 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; or (v) release all or substantially all of the Collateral, without the written consent of all of the Lenders; or (vi) permit the Borrowers to assign or transfer any of their rights or obligations under this Credit Agreement or other Credit Documents; or (vii) 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 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~~ix) ~~amend~~ amend, modify or waive the ~~definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ order in which Credit Party Obligations are paid in Section 2.12(b) without the written consent of ~~any Hedging Agreement Provider that would be adversely~~ each Lender directly 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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~~Sections 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Lionbridge Technologies Inc /De/)

Appears in 1 contract

Samples: Credit Agreement (Bradley Pharmaceuticals Inc)

Appears in 1 contract

Samples: Credit Agreement (American Capital Strategies LTD)

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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 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~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 (ivv) 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; or (v) subordinate~~ secured by the ~~Loans to any other Indebtedness without the written consent of all of the Lenders;~~ Collateral, or (vi) ~~permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance~~ without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 Lenders holding Revolving ~~Lenders~~ Commitments shall be required to ~~fund~~ continue to make Revolving ~~Loans when such Lenders would otherwise not be required to do so;~~ Loans, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xivii) amend, modify or waive any provision of ~~Article VIII~~ the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the ~~then Administrative Agent~~Required Lenders or Lenders as appropriate; or (~~xii~~viii) ~~amend~~ amend, modify or ~~modify the definition of Credit Party Obligations to delete or exclude~~ waive 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 provision of the ~~Super Majority Required Lenders; provided, further, that no amendment, waiver or consent~~ Credit Documents affecting the rights or duties of the Administrative ~~Agent,~~ 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~~ without the written consent of the Administrative ~~Agent,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (West Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 (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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(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~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Secured Parties; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the 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 terms of Section ~~2.3(a~~2.2(a) or Section 2.5(a), as applicable; or (~~vii~~viii) 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~~Documents; or (~~viii~~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 (ix) 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 in Section 2.9(b)(x) or ~~in a manner that would alter~~ the pro rata ~~sharing~~ treatment of payments ~~by and among the Lenders~~ in Section ~~2.11(b)~~ 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 (xi) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.13(b) or the definition of “Credit Party Obligations” to delete or otherwise modify the treatment of any ~~provision~~ obligations referenced in such definition without the written consent of ~~Article VIII~~ 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”, “Hedging Agreement Provider” or “Secured Party” without the consent of each Hedging Agreement Provider; or (xiii) without the written consent of the ~~then Administrative Agent; or~~ Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments (~~xii) amend~~ 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 ~~definition~~ revolving credit facility, swingline subfacility and revolving letter of ~~Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender~~ credit subfacility provided under Sections 2.1, 2.2 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 thereby2.3; or (xiv) ~~amend the definitions of “Borrowing Base” or “Accessible Borrowing Availability” or any definitional component thereof~~ without the written consent of the ~~Super Majority Required Lenders;~~ 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 no amendment, waiver or consent affecting the rights or duties of the Administrative Agent, ~~the~~ 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, ~~the~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Gencorp Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the 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 (vi) permit a Letter of Credit to have an original expiry date more than ~~twelve~~ eighteen (1218) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; oror (~~xii~~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~~ Lender, each Hedging Agreement Provider and each Cash Management Bank directly affected thereby; or (~~xiii~~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~~ thereby or (~~xiv~~B) amend the definitions of “~~Borrowing Base~~Cash Management Agreement,” “Secured Cash Management Agreement,” or “~~Accessible Borrowing Availability~~Cash Management Bank” ~~or any definitional component thereof~~ without the consent of ~~the Super Majority Required Lenders~~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 Participants, 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 Loans and 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 Loans, 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)

Appears in 1 contract

Samples: Credit Agreement (C2 Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, waived, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon (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 ~~2.8~~ 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 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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset ~~Disposition~~Value, Debt Issuance, Equity ~~Issuance, Excess Cash Flow~~ Issuance or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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~~Lenders; or (iv) release all or substantially all of the Collateral without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of~~ any ~~Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the~~ Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ixviii) 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 (xix) 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 ~~2.11(b)~~ 2.9 without the written consent of each Lender and ~~each Hedging Agreement Provider~~ directly affected thereby; or (xix) 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 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~~ Agent 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. 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 ~~Borrower~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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~~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 ~~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~~ 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 ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers;~~ Lenders, or (v) ~~subordinate~~ release all or any material portion of the ~~Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; , or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/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 Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Appears in 1 contract

Samples: Credit Agreement (Bradley Pharmaceuticals Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 ~~2.11(b)~~ 2.11 without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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)~~ and/or restated with the written consent of the Credit Parties and the Required Lenders (i) to increase the aggregate ~~Commitments~~ commitments of the Lenders (~~provided that no~~ with the consent of each Lender ~~shall be required to increase its~~ whose commitment ~~without its consent~~is increased), (ii) to add one or more additional borrowing ~~Tranches~~ 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~~ Extensions of ~~credit~~ Credit from time to time outstanding under such additional borrowing ~~Tranche(s~~tranche(s) and the accrued interest and fees in respect thereof and (iii) to include appropriately the ~~lenders~~ Lenders under such additional borrowing ~~Tranches~~ tranches in any determination of the Required Lenders and/or to provide consent rights to such ~~lenders~~ Lenders under subsections (ix) ~~and/or~~ and (x) of Section 9.1 corresponding to the consent rights of the other Lenders thereunder.

Appears in 1 contract

Samples: Credit Agreement (New Century Transportation, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 (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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(b) or the definitions of Asset Disposition, Debt ~~Issuance, Equity Issuance, Excess Cash Flow~~ Issuance or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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~~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); or (ivv) 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 ~~Providers~~or the Security Documents; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section ~~2.3(a~~2.2(a); or (~~vii~~viii) 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~~Documents; or (~~viii~~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 (ix) 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 (A) the order in which Credit Party Obligations are paid or ~~in a manner that would alter~~ (B) the pro rata sharing of payments by and among the ~~Lenders~~ Lenders, in each case in accordance with Section ~~2.11(b~~2.9(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 (xi~~) 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; 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 (~~xiii~~xii) amend the definitions of “Hedging Agreement,” “~~Secured Hedging Agreement~~Bank Product,” or “~~Hedging Agreement~~ Bank Product Provider” without the consent of any ~~Hedging Agreement~~ Bank Product 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~~ 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, ~~the~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 ~~proceeding~~proceeding 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. ~~For the avoidance of doubt and~~ In addition, notwithstanding ~~any provision~~ anything to the contrary ~~contained in this Section 9.1~~herein the Borrower may, ~~this Agreement may be amended~~ by written notice to the Administrative Agent from time to time, make one or more offers (~~or amended and restated~~each, a “Loan Modification Offer”) ~~with the written consent~~ to all of the ~~Credit Parties~~ Lenders of any class to make one or more amendments or modifications to (a) allow the maturity and scheduled amortization of the ~~Required~~ 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 ~~increase~~ become effective. Permitted Amendments shall become effective only with respect to the ~~aggregate~~ Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer (~~provided that no~~ 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 ~~be required~~ execute and deliver 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~~ Administrative Agent an agreement containing the terms of the ~~benefits~~ Permitted Amendments (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of ~~this Agreement~~ the Permitted Amendments and the ~~other Credit Documents with~~ terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the ~~other then outstanding Credit Party Obligations in respect~~ effectiveness of each Loan Modification Agreement. Each of the ~~extensions~~ parties hereto hereby agrees that, upon the effectiveness of ~~credit from time~~ any Loan Modification Agreement, this Credit Agreement shall be deemed amended to ~~time outstanding under such additional borrowing Tranche(s~~the extent (but only to the extent) necessary to reflect the existence and ~~the accrued interest and fees in respect thereof and (iii) to include appropriately the lenders under such additional borrowing Tranches in any determination~~ terms of the ~~Required Lenders and/or to provide consent rights to such lenders under subsections (ix) and/or (x) of Section 9.1 corresponding~~ Permitted Amendment evidenced thereby and only with respect to the ~~consent rights~~ Loans and Commitments of the ~~other~~ Accepting Lenders ~~thereunder~~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 Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, restated, amended and restated, extended~~, restated~~, replaced, increased or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vivii) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (~~vii~~viii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 (ixx) 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 (xxi) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 1 contract

Samples: Credit Agreement (Armor Holdings Inc)

Appears in 1 contract

Samples: Credit Agreement (Cybex International Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent; or (iv) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers~~Lenders; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 ~~the Required Lenders or~~ all the Lenders as appropriate; or (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ Agent 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 ~~8.9~~9.9); 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 Loans, 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. 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 1 contract

Samples: 364 Day Credit Agreement (Dial Corp /New/)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or (~~xii~~iv) ~~amend~~ release the Parent or ~~modify~~ the ~~definition of~~ Borrower from its obligations under the Credit ~~Party Obligations to delete~~ Documents or ~~exclude~~ any ~~obligation or liability described therein~~ material Guarantor from its obligations under the Guaranty, without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby;~~ all of the Lenders, or (~~xiii~~v) release all or any material portion of the Collateral, without the written consent of all of the Lenders and any Hedging Agreement Provider, or (vi) 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~~vii) ~~amend~~ amend, modify or waive any provision of the ~~definitions~~ Credit Documents requiring consent, approval or request of ~~“Borrowing Base”~~ the Required Lenders or ~~“Accessible Borrowing Availability” or any definitional component thereof~~ all Lenders, without the written consent of all of the ~~Super Majority~~ Required ~~Lenders;~~ Lenders or Lenders as appropriate and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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 Issuing Lender, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, waived, extended, restated, replaced, or 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~~may, with the consent of each Affiliated Hedge Counterparty, or the Administrative Agent may, with the written consent of the Required ~~Lenders, the Administrative Agent may~~Lenders 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon (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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the ~~definitions~~ definition of Asset ~~Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or Extraordinary Receipt,~~ 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 Loan or 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 (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 Loan; or (ii) 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 (iii) release ~~the~~ any Borrower or ~~all or substantially all of the Guarantors~~ Guarantor from obligations under the ~~Guaranty~~Guarantee Agreement, without the written consent of all of the ~~Lenders and Hedging Agreement Providers~~Lenders; or (iv) 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 Providers~~Lenders; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit ~~the~~ any Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 ~~2.11(b)~~ 2.10 without the written consent of each Lender and ~~each Hedging Agreement Provider~~ directly affected thereby; or (xi) 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~~ Agent 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 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 ~~Borrower~~Borrowers, 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 Participants, Lenders or assignees. 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 Loans and 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~~8.8). 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 Loans, 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~~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 ~~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 (ixx) and/or (xxi) of Section ~~9.1~~ 10.1 corresponding to the consent rights of the other Lenders thereunder.

Appears in 1 contract

Samples: Credit Agreement (Gramercy Capital Corp)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) (A) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment ~~thereon~~thereon 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 2.8 which shall be determined by a vote of the Required Lenders~~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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or (iv) 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 Guaranty~~Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; each Hedge Bank, or (vi) ~~permit a Letter~~ amend the definitions of ~~Credit to have an original expiry date more than twelve~~ (12a) ~~months from the date of issuance~~ “Hedging Agreement,” “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 ~~the Revolving Lenders; provided,~~ each Cash Management Bank that ~~the expiry date of any Letter of Credit may~~ would be ~~extended in accordance with the terms of Section 2.3(a)~~adversely affected thereby; or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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~~appropriate and, 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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,~~ 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,~~ Agent and/or the Issuing ~~Lender and/or the Swingline~~ Lender, as applicable, in addition to the Lenders required hereinabove to take such action; 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 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 if 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 any further action or consent of 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 shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 (ivv) release all or substantially all of the ~~Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness~~ Collateral, without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Medsource 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any 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 ~~2.8~~ 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 ~~2.7(b~~2.3(b), nor any amendment of Section ~~2.7(b~~2.3(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan~~Note; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of~~ any ~~Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (viii) 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) 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~~ of the Credit Documents affecting the rights or ~~waive any Default or Event~~ duties of ~~Default (or amend~~ the Administrative Agent under any Credit Document without the written consent of the Administrative Agent in addition to ~~effectively waive any Default or Event of Default) if~~ the ~~effect of~~ Lenders required hereinabove to take 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~~action; 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 ~~2.11(b~~2.7(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Term Loan Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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. 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 1 contract

Samples: Secured Bridge Credit Agreement (GateHouse Media, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~Section 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 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 from~~waive, on such terms and conditions as the ~~Required~~ Requisite Lenders may specify in such instrument, any of the requirements of this 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: (ia) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8~~ 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 '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 ~~2.7(b~~2.03(b), nor any amendment of Section ~~2.7(b~~2.03(b) or the definitions of ~~Asset Disposition, Debt Issuance,~~ Equity Issuance, ~~Excess Cash Flow~~ Debt Issuance or ~~Extraordinary Receipt~~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 Loan or Revolving Note; or (i) amend, ~~(B)~~ modify or waive any ~~reduction~~ provision of this Section 9.01 or reduce the percentage specified in the ~~stated rate~~ definition of ~~interest on Revolving Loans shall only require~~ Requisite Lenders, without the written consent of ~~each Lender holding a Revolving Commitment and (C) any reduction in~~ all 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~~Lenders; or (ii) amend, modify or waive any provision of ~~this Section or reduce the percentage specified in the definition of Required Lenders,~~ Article VIII without the written consent of ~~all~~ the ~~Lenders~~Administrative Agent; or (iii) release the Borrower or ~~all or substantially all of the Guarantors~~ any guarantor from its obligations ~~under the Guaranty~~hereunder, without the written consent of all of the Lenders ~~and Hedging Agreement Providers~~and, if applicable, any counterparty to Interest Rate Protection Agreements; or (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and ~~Hedging Agreement Providers~~any counterparty to Interest Rate Protection Agreements; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other ~~Credit~~ Loan Documents without the written consent of all of the Lenders; or (~~viii~~vii) 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 (viii) amend, modify or waive the order in which obligations are paid in Section 2.06(b) without the written consent of each Lender directly affected thereby; or (ix) without the consent of Lenders having Revolving ~~Lenders holding~~ Commitment Percentages 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 Section 3.02 or any other 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)~~ this Agreement if the effect of such ~~amendment, modification~~ amendment or waiver is ~~that the Revolving~~ to require Lenders ~~shall be required~~ to ~~fund Revolving~~ make Loans when such Lenders would not 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~ counterparty to an Interest Rate Protection 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~~ Agent under any ~~Credit~~ Loan Document shall in any event be effective, unless in writing and signed by the Administrative ~~Agent, the Issuing Lender and/or the Swingline Lender,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 8.9~~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 1.01(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 Loans, 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. 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 1 contract

Samples: Revolving Loan Agreement (Capital Lease Funding Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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~~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~~ Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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 from~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its ~~consequences~~consequences 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or ~~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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~iv) ~~amend~~ release all or ~~modify~~ any substantial portion of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby~~all of the Lenders; or (~~xiii~~v) ~~amend~~ release all or any substantial portion of the ~~definitions~~ Collateral without the written consent of ~~“Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ all of the Lenders, or (vi) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Term Loans, extend the time for or the amount or the manner of application of proceeds of any ~~Hedging Agreement Provider that would be adversely affected thereby;~~ mandatory prepayment required by Section 2.9(b)(ii), (iii) or (iv) hereof, or (~~xiv~~vii) ~~amend~~ amend, modify or waive the ~~definitions~~ requirement that any issue be resolved or determined with the consent, approval or upon the request of ~~“Borrowing Base”~~ the Required Lenders or ~~“Accessible Borrowing Availability” or any definitional component thereof~~ all Lenders, without the written consent of all of the ~~Super Majority Required Lenders;~~ Lenders to the change of such voting requirement and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Southern Foods Group L P)

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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any 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 ~~2.8~~ 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 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 ~~2.7(b~~2.9(b), nor any amendment of Section ~~2.7(b~~2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, ~~Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan~~Note; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit ~~a Letter of Credit to have an original expiry date more than twelve (12) months from~~ the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (vii) 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 (ix) 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~~ of the Credit Documents affecting the rights or ~~waive any Default or Event~~ duties of ~~Default (or amend~~ the Administrative Agent under any Credit Document without the written consent of the Administrative Agent in addition to ~~effectively waive any Default or Event of Default) if~~ the ~~effect of~~ Lenders required hereinabove to take 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~~action; 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 ~~2.11(b~~2.13(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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~~Company, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Term Loan Notes. In the case of any waiver, the ~~Borrower~~Company, 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 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 Loans, 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. 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 1 contract

Samples: Bridge Credit Agreement (GateHouse Media, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.5(b), nor any amendment of Section ~~2.7(b~~2.5(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the Collateral without the written consent of all of the Lenders and any Hedging Agreement ~~Providers~~Provider; or (vvi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (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 all of the Required Lenders or ~~all the~~ Lenders as appropriate; or (ix) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.10(b) without the written consent of each Lender directly affected thereby; or (x) 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~~ other provision of ~~Default (or amend any~~ this Credit ~~Document to effectively waive any Default or Event of Default)~~ Agreement if the effect of such ~~amendment, modification~~ amendment or waiver is ~~that the~~ to require Revolving Lenders ~~shall be required~~ to ~~fund~~ make Revolving Loans when such Revolving Lenders would not 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi~~) 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 Provider 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,~~ 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Sunair Electronics Inc)

Amendments, Waivers and Release of Collateral. Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or 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 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 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity ~~Issuance, Excess Cash Flow~~ Issuance or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; or (~~viii~~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 the Required Lenders or all the Lenders as appropriate; or (ix) 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 (xviii) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xiix) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (~~xii~~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 (~~xiii~~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~~; 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~~ Agent 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,~~ 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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 1 contract

Samples: Credit 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, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented~~ 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~~Section 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 ~~2.7(b~~2.8(b), nor any amendment of Section ~~2.7(b~~2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash ~~Flow~~ Flow, or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) 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 (viii) 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 (ixx) 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~~ of the Credit Documents affecting the rights or ~~waive any Default~~ duties of the Administrative Agent, the Issuing Lender or ~~Event of Default (or amend~~ 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 ~~effectively waive any Default or Event of Default) if~~ the ~~effect of~~ Lenders required hereinabove to take 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~~action; or (xxi) 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 ~~2.11(b~~2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) 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~~Borrowers, the other Credit Parties, the Lenders, the Administrative Agent and all future ~~Participants, Lenders or assignees~~holders of the Notes. In the case of any waiver, the ~~Borrower~~Borrowers, 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 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 Loans, 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. 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 1 contract

Samples: First Lien Credit Agreement (GateHouse Media, Inc.)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 from~~waive, 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 ~~2.8~~ 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 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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, ~~Equity Issuance, Excess Cash Flow~~ or ~~Extraordinary Receipt~~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 Loan or 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 (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 Loan; or (ii) 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 (~~iii~~iv) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (v) 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 (ivvi) 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 (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii~~) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ixviii) without the consent of ~~Revolving~~ Lenders holding in the aggregate more than fifty percent (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 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 ~~or in a manner that would alter the pro rata sharing of payments by and among the Lenders~~ in Section ~~2.11(b~~2.7(b)(vi) or Section 2.12(b), without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (~~xi) 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~~Credit Party Obligations,” “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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Bradley Pharmaceuticals Inc)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 ~~Section~~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 written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; ~~provided~~PROVIDED, however, that no such waiver and no such amendment, waiver, supplement, ~~modification, release, waiver~~ modification or ~~consent~~ release shall: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~Default Rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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~~changes 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 ~~2.7(b~~2.6(b) hereof shall not constitute increases in the Commitment of any Lender), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) 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 (iv) release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; , or (~~xii~~iv) ~~amend or modify~~ release a material portion of the ~~definition of Credit Party Obligations to delete or exclude any obligation or liability described therein~~ Guarantors from their obligations under the Guaranty without the written consent of ~~each Lender and each Hedging Agreement directly affected thereby;~~ all of the Lenders, or (~~xiii~~v) ~~amend~~ release a material portion of the ~~definitions~~ Collateral (except in accordance with the terms of ~~“Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider”~~ the relevant Security Document), without the written consent of ~~any Hedging Agreement Provider that would be adversely affected thereby;~~ all of the Lenders, or (~~xiv~~vi) ~~amend~~ amend, modify or waive the ~~definitions~~ Lender approval requirements of ~~“Borrowing Base”~~ any provision of the Credit Documents which at such time requires the consent, approval or ~~“Accessible Borrowing Availability”~~ request of the Required Lenders or ~~any definitional component thereof~~ all Lenders, as the case may be, without the written consent of the ~~Super Majority~~ Required Lenders or of all of the Lenders~~; provided~~, ~~further~~as the case may be, and, PROVIDED, FURTHER, that no amendment, waiver or consent affecting the rights or duties of the Administrative ~~Agent,~~ 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,~~ Agent and/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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Consolidated Graphics Inc /Tx/)

Amendments, Waivers and Release of Collateral. Neither this ~~Agreement~~ Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, ~~modified~~supplemented, ~~extended, restated, replaced,~~ waived or ~~supplemented (by amendment, waiver, consent or otherwise)~~ modified 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 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~~waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this 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: (i) reduce the amount or extend the scheduled date of maturity of any Loan or 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 2.8 which shall be determined by a vote of the Required Lenders~~rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s '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 2.7(b), nor any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow or 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 Loan or 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 (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 Loan; or (ii) 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 (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or (iv) 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 ~~Providers~~Provider; or (ivv) release all or substantially all of the ~~Collateral~~ Collateral, without the written consent of all of the Lenders and any Hedging Agreement ~~Providers; or (v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders~~Provider; or (vi) permit a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of Section 2.3(a); or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the written consent of all of the Lenders; 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 (ix) 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 2.11(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or (xi) 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 ~~Participants, Lenders or assignees~~holders of the 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 Loans and 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 Loans, 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. 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 1 contract

Samples: Credit Agreement (Neighborcare Inc)

Common use of Amendments, Waivers and Release of Collateral Clause in Contracts