Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following: (i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document; (ii) increase the Commitment of such Lender or subject such Lender to any additional obligation; (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein; (iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12; (v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally); (vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower; (vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 4 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the Administrative Agent with principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of such Lenderthe Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), in addition or reduce or forgive any fees hereunder (other than fees payable to any other Person the signature of which is otherwise required pursuant to any Loan DocumentAdministrative Agent, be effective to do any of the following:
(i) waive any condition specified in Section 3.1Arranger or the Issuing Lender for its own account), except any condition referring to any other provision of any Loan Document;
(ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any final scheduled maturity date or any other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan or fee owing to such Lender or (including any scheduled date for the mandatory reduction or termination of such Lender’s Commitment any Revolving Credit Commitments, extend the time of payment of any Reimbursement Obligation or any interest thereon, extend the stated expiration expiry date of any Letter of Credit beyond the Letter of Credit Maturity Date, or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent, the Arranger or the Issuing Lender for its own account), or (iii) increase any Revolving Credit Termination Date; providedCommitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 4.2 or of any Default or Event of Default or mandatory reduction in the Revolving Credit Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) release any Guarantor from its obligations under the Guaranty (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of all of the Capital Stock of such Guarantor in a transaction expressly permitted under or pursuant to this Agreement), (ii) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (viii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iv) change or waive or amend any provision of Section 2.12(c) (Application 2.15, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application of Payments Generally);11.5; and
(vic) except unless agreed to by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(viiother Credit Documents. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, 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) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Bankruptcy Code supersedes the unanimous consent provisions set forth herein.
Appears in 3 contracts
Samples: Credit Agreement (Jackson Hewitt Tax Service Inc), Credit Agreement (Jackson Hewitt Tax Service Inc), Credit Agreement (Jackson Hewitt Tax Service Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of Neither this Agreement nor any other Loan Document nor any provision of any Loan Document hereof or thereof may be waived, amended or modified except (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1i) in the case of this Agreement, pursuant to an amendment, consent agreement or waiver to (A) cure any ambiguity, omission, defect or inconsistency, agreements in writing entered into by the Administrative Borrower, the Agent and the Borrower Required Lenders or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2ii) in the case of any other amendmentLoan Document, waiver pursuant to an agreement or consent agreements in writing entered into by the Required Lenders (Agent and the Credit Party or by the Administrative Agent Credit Parties that are parties thereto, with the consent of the Required Lenders) and the Borrower; provided, provided that no amendmentsuch agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent or waiver described in clause (2) above shall, unless in writing and signed by of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or by any date for the Administrative Agent with payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of such Lendereach Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), in addition to any other Person 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the signature written consent of which is otherwise required pursuant to any Loan Documenteach Lender directly affected thereby, be effective to do (v) change any of the following:
(i) waive any condition specified in provisions of this Section 3.1, except any condition referring to or the definition of “Required Lenders” or any other provision of any Loan Document;
(ii) increase Document specifying the Commitment number or percentage of such Lender Lenders required to waive, amend or subject such Lender to modify any additional obligation;
(iii) reduce (including through releaserights thereunder or make any determination or grant any consent thereunder, forgiveness, assignment or otherwise) (A) without the principal amount of, the interest rate on, or any obligation written consent of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit each Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral Borrower or any Guarantor from its guaranty obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of any Obligation of the Borrower;
each Lender, or (vii) reduce except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or increase in any Security Document, release any of the proportion Collateral without the written consent of each Lender. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent.
(b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Liens granted to the Collateral Agent by the Credit Parties on any Collateral (i) upon the termination of the all Term Loan Commitments, and payment and satisfaction in full in cash of all Term Loans and other Obligations, (ii) constituting Property being sold or disposed of if the Credit Party disposing of such Property certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting Property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required for to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Collateral Agent and the Lenders pursuant to Article 8. Except as provided in the preceding sentence or in Section 7.4(e)(5), the Collateral Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Collateral Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or any subset thereof) to take any action hereunder or change the definition obligations of the terms “Required Lenders”Credit Parties in respect of) all interests retained by the Credit Parties, “Required Revolving Credit Lenders”including the proceeds of any sale, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;all of which shall continue to constitute part of the Collateral.
Appears in 3 contracts
Samples: Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Amendments, Waivers, Etc. (a) No amendment Any consent or waiver approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of the other Transaction Parties of any provision terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Loan Document Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes (other than interest accruing pursuant to ss.5.10.2 following the Fee Letter) effective date of any waiver by the Majority Banks of the Default or Event oF Default relating thereto), the term of the Notes, the amount of the Commitments of the Banks, and the amount of commitment fee or Letter of Credit Fees hereunder may not be changed, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien scheduled date for the benefit payment of principal, interest or fees may be postponed or extended without the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and written consent of the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of each Bank affected thereby; the Required Lenders) definition of Majority Banks and the Borrower; provided, that terms of this Section 26 may not be amended and no amendment, consent collateral or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by guaranty may be released without the Administrative Agent with the written consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any all of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase Banks; and the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether Agent's Fee or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond Fees payable for the Revolving Credit Termination Date; provided, that this clause (iv) does Agent's account and ss.15 may not apply to any change to mandatory prepayments, including those required under Section 2.8, or to be amended without the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all written consent of the Collateral Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Guarantor from its guaranty of Bank in exercising any Obligation of right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower;
(vii) reduce Borrower shall entitle the Borrower to other or increase the proportion of Lenders required for the Lenders (further notice or any subset thereof) to take any action hereunder demand in similar or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;other circumstances.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Hadco Acquisition Corp Ii), Revolving Credit Agreement (Hadco Corp), Revolving Credit Agreement (Hadco Acquisition Corp Ii)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent with or the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwiseArrangers for their own accounts) (A) it being understood that an amendment to the principal amount of, the interest rate on, definition of Total Leverage Ratio (or any obligation defined terms used therein) shall not constitute a reduction of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during fees hereunder), (ii) extend the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any final scheduled maturity date or any other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan or fee owing to such Lender or (including any scheduled date for the reduction mandatory termination of such Lender’s Commitment any Commitments), or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the stated expiration Arrangers for their own accounts), or extend the time of payment of any Reimbursement Obligation or any interest thereon, or extend the expiry date of any Letter of Credit beyond the Revolving Letter of Credit Termination Maturity Date; provided, or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory termination in the Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) release any Guarantor from its obligations under the Guaranty (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of all of the Capital Stock of such Guarantor in a transaction expressly permitted under or pursuant to this Agreement), (ii) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (viii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iv) change or waive or amend any provision of Section 2.12(c) (Application 2.12(e), Section 2.14, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application of Payments Generally)10.5;
(vic) except change any provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those of Lenders holding Loans of any other Class without the written consent of the Required Lenders of each adversely affected Class;
(d) unless agreed to by the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and
(e) unless agreed to by each Hedge Party that would be adversely affected thereby in its capacity as such relative to the Lenders, (i) amend the definition of “Guaranteed Obligations” in the Guaranty (or any similar defined term in any other Credit Document benefiting such Hedge Party), (ii) amend the definition of “Guaranteed Parties” in the Guaranty (or any similar defined term in any other Credit Document benefiting such Hedge Party), (iii) amend any provision regarding priority of payments in this Agreement or any other Credit Document, or (iv) release any Guarantor from its guaranty obligations under the Guaranty (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of any Obligation all of the Borrower;
(vii) reduce Capital Stock of such Guarantor in a transaction expressly permitted under or increase pursuant to this Agreement); and provided further that any waiver, amendment or modification of this Agreement that by its terms adversely affects the proportion rights or duties under this Agreement of Lenders required for the Dollar Lenders (but not the Multicurrency Lenders) or any subset thereofthe Multicurrency Lenders (but not the Dollar Lenders) to take any action hereunder may be effected by an agreement or change agreements in writing entered into by the definition Borrower and the requisite percentage in interest of the terms “Required affected Class of Lenders”; and provided further that the Fee Letters may only be amended or modified, “Required Revolving Credit Lenders”and any rights thereunder waived, “Required Term Loan Lenders”in a writing signed by the parties thereto. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, “Pro Rata Share” 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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or “Pro Rata Outstandings”;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.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (including through releaseiv) reduce the rate, forgiveness, assignment or otherwise) (A) extend the principal amount time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the interest applicability of any post-default increase in such rate onof interest) without the consent of each Lender directly affected thereby, (v) reduce the amount, or any obligation extend the time of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation payment of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or (yxii) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any a Letter of Credit beyond the Revolving Credit Commitment Termination Date; providedDate without the consent of each Lender. Notwithstanding the foregoing, that this clause no such amendment, supplement, modification, waiver or consent shall (ivA) does not apply to any change to mandatory prepaymentsamend, including those required under Section 2.8, modify or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (Application C) change the Swing Line Commitment, change the amount or the time of Payments during an payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 3 contracts
Samples: Credit Agreement (CVS Corp), Credit Agreement (CVS/Caremark Corp), 364 Day Credit Agreement (CVS/Caremark Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that however, that:
(i) no amendment, waiver or consent with respect to the provisions contained in Section 2.13(h) shall be effective, unless in writing and signed by each Agent or Lender (and, in the case of clause tenth of such Section, the administrative agent under the Canadian Facility) required under the terms of such section to have consented thereto;
(ii) no amendment, waiver described or consent under this Agreement shall be effective to add any category of Collateral to the Borrowing Base unless in clause writing and signed by the Administrative Agent and the Super-Majority Lenders;
(2iii) no amendment, waiver or consent shall be effective to increase any Advance Rate above the applicable maximum set forth in the definition thereof, unless in writing and signed by each Lender;
(iv) no amendment, waiver or consent with respect to the terms and conditions of the Collateral Documents shall be effective, unless in writing and signed by the Collateral Agent;
(v) except to the extent any such amendment, waiver or consent would result in an increase of the aggregate Revolving Credit Commitments (it being understood that any Facility Increase does not constitute such an increase in Revolving Credit Commitments), no amendment, waiver or consent shall be effective with respect to the terms and provisions under Article II and any other provisions related solely to Revolving Credit Borrowings (including any conditions to such Borrowings or the Facility Increase and increases to interest rates and fees) and payment procedures under the Revolving Credit Facility, unless in writing and signed by the Administrative Agent and the Requisite Lenders;
(vi) [Intentionally Omitted]; and
(vii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan DocumentRequisite Lenders, be effective to do any of the following:
(iA) waive any condition of the conditions specified in Section 3.1, except any condition referring 3.1 (subject to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed dateSection 3.3), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 3 contracts
Samples: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom (other than any amendment or waiver of any provision of any Collateral Document (as defined in the U.S. Facility) or any consent to any departure by any U.S. Loan Party therefrom, which amendment, waiver or consent shall be governed by the U.S. Facility) shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that however, that:
(i) no amendment, waiver or consent with respect to the provisions contained in Section 2.13(h) shall be effective, unless in writing and signed by each Agent or Lender required under the terms of such section to have consented thereto;
(ii) no amendment, waiver described or consent under this Agreement shall be effective to add any category of Collateral to the Borrowing Base unless in clause writing and signed by the Administrative Agent and the Super-Majority Lenders;
(2iii) no amendment, waiver or consent shall be effective to increase any Advance Rate above the applicable maximum set forth in the definition thereof, unless in writing and signed by each Lender;
(iv) no amendment, waiver or consent with respect to the terms and conditions of the Collateral Documents shall be effective, unless in writing and signed by the Collateral Agent;
(v) except to the extent any such amendment, waiver or consent would result in an increase of the aggregate Revolving Credit Commitments, no amendment, waiver or consent shall be effective with respect to the terms and provisions under Article II and any other provisions related solely to Revolving Credit Borrowings (including any conditions to such Borrowings and increases to interest rates and fees) and payment procedures under the Revolving Credit Facility, unless in writing and signed by the Administrative Agent and the Requisite Lenders;
(vi) [Intentionally Omitted]; and
(vii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan DocumentRequisite Lenders, be effective to do any of the following:
(iA) waive any condition of the conditions specified in Section 3.13.1 (subject to Section 3.3) or Section 3.2 except with respect to a condition based upon another provision hereof, except any condition referring to any other provision the waiver of any Loan Documentwhich requires only the concurrence of the Requisite Lenders;
(iiB) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iiiC) reduce (including through releaseextend the scheduled final maturity of any Loan owing to such Lender, forgivenessor waive, assignment reduce, or otherwise) (A) the principal amount ofpostpone any scheduled date fixed for, the payment of principal, interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan fees owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, it being understood that this clause (iii) Section 2.9 does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12Commitment;
(vD) reduce the principal amount of any Loan or Reimbursement Obligation (other than by the payment or prepayment thereof) owing to such Lender;
(E) reduce the rate of interest on any Loan or Reimbursement Obligations owing to such Lender or any fee payable hereunder to such Lender or waive or amend any provision of Section 2.12(c) such obligation (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generallyother than with respect to default interest);
(viF) except as provided in Section 10.10, change the aggregate Ratable Portions of the Lenders which shall be required for the Lenders or any of them to take any action hereunder;
(G) release all or substantially all of the Collateral or release any Guarantor from its guaranty of any Obligation of obligations under the Borrower;Guaranty or the U.S. Loan Party Canadian Facility Guaranty except as provided in Section 10.7 or as expressly provided under the Guaranty or the U.S. Loan Party Canadian Facility Guaranty; or
(viiH) reduce amend Section 11.7 or increase the proportion of Lenders required for the Lenders (this Section 11.1 or any subset thereof) to take any action hereunder or change the definition of the terms “Required Requisite Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata ShareRatable Portion” or “Pro Rata OutstandingsSuper-Majority Lenders”; and provided, further, that:
(i) any modification of the application of payments to the Loans pursuant to Section 2.9 or the reduction of the Revolving Credit Commitments pursuant to Section 2.5 shall require the consent of the Requisite Lenders;
(ii) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(f), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Facility Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Facility Agent under this Agreement or any of the other Loan Documents; and
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Loan Lender under this Agreement or any of the other Loan Documents; and provided, further, that (i) the Administrative Agent may, with the consent of the Borrower, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer, (ii) Schedule I (Commitments) may be amended from time to time by the Administrative Agent alone to reflect assignments of Commitments in accordance herewith and any increase in the Commitment of any Lender or any new Commitment of any Lender made in accordance herewith (including, without limitation, in accordance with clause (B) above) (with the Administrative Agent agreeing to remit to the Borrower a copy of any such amended Schedule I; provided, however, that the failure of the Administrative Agent to so remit such copy shall not affect any such assignment or any such increase in or new Commitment and shall not create any liability against the Administrative Agent), (iii) any Loan Documents may be amended from time to time by the Administrative Agent, the Collateral Agent and the relevant Loan Party alone (i.e. without any Lender consent or approval) to add a Subsidiary of Group as a Subsidiary Guarantor or as a grantor under a Collateral Document or to subject to the Lien of any applicable Loan Document assets or property not then subject to the Lien of such Loan Document and (iv) in the event that the U.S. Facility is amended, or a waiver is granted thereunder, and such amendment or waiver concerns one or more of the provisions contained in the U.S. Facility analogous to Sections 6.1, 6.11, 6.13, 7.1, 7.2, 7.3, 7.13, 7.14, or 8.8 - 8.19 hereof or any of the definitions contained therein, then such Section(s) of this Agreement or definitions (but only as to such Sections), as applicable, shall be amended or waived to conform to such amendment or waiver of the U.S. Facility, mutatis mutandis, (but only to the extent applicable to a Warnaco Entity other than a Canadian Loan Party) without any vote required from the Lenders or any Agent (and each Lender hereby authorizes the Administrative Agent to execute any and all documents to evidence any such amendment or waiver under this Agreement without the consent of such Lender).
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any applicable Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders or of the Super-Majority Lenders, if the consent of Requisite Lenders is obtained, but the consent of other applicable Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), then, as long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender and there is no continuing Event of Default, at the Borrower’s request (and at the Borrower’s sole cost and expense), the Administrative Agent or an Eligible Assignee that is acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender that is acting as the Administrative Agent or such Eligible Assignee all of the Revolving Credit Commitments and Revolving Credit Outstandings of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
Appears in 3 contracts
Samples: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless agreed to in writing and signed by each Lender directly affected thereby thereby, (i) reduce or by forgive the Administrative Agent with principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of such Lenderthe Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), in addition or reduce or forgive any fees hereunder (other than fees payable to any other Person the signature of which is otherwise required pursuant to any Loan DocumentAdministrative Agent, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase Arranger or the Commitment of such Issuing Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwisefor its own account) (A) it being understood that an amendment to the principal amount of, the interest rate on, definition of Total Net Leverage Ratio (or any obligation defined terms used therein) shall not constitute a reduction of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during fees hereunder), (ii) extend the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any final scheduled maturity date or any other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan or fee owing to such Lender or (including any scheduled date for the mandatory reduction or termination of such Lender’s Commitment any Commitments, but excluding any mandatory prepayment of the Loans pursuant to Sections 2.6(c) and Section 2.6(d) or reduction or termination of the stated expiration Commitments in connection therewith), extend the time of payment of any Reimbursement Obligation or any interest thereon, extend the expiry date of any Letter of Credit beyond the Revolving Letter of Credit Termination Maturity Date; provided, or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Issuing Lender for its own account), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that this clause a waiver of any condition precedent set forth in Section 4.2 or of any Default or Event of Default or mandatory reduction in the Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase), or (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the application of Administrative Agent to take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
(v) waive or amend any provision the definition of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally“Required Lenders”);
(vib) except as provided unless agreed to in Section 10.10writing by all of the Lenders, (i) release all or substantially all of the Collateral (except as may be otherwise specifically provided in this Agreement or in any other Credit Document), (ii) release any Material Subsidiary that is a Guarantor from its obligations under any guaranty agreement (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of any Obligation all of the Borrower;
Capital Stock of such Guarantor in a transaction expressly permitted under or pursuant to this Agreement), (viiiii) reduce the percentage of the aggregate Commitments or increase of the proportion aggregate unpaid principal amount of Lenders the Loans, or the number or percentage of Lenders, that shall be required for the Lenders (or any subset thereof) of them to take or approve, or direct the Administrative Agent to take, any action hereunder or change under any other Credit Document (including as set forth in the definition of the terms “Required Lenders”), (iv) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (v) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 11.5;
(c) unless agreed to in writing by all of the Lenders, reduce the percentage set forth in the definition of “Required Lenders” (it being understood that no consent of any other Lender or the Administrative Agent is required);
(d) unless agreed to in writing by the Required Lenders, (i) except for any such changes to which Section 11.5(a) applies, change any provision of Article 2.20 or any terms or provisions of any Letter of Credit or any supporting documentation relating thereto (it being understood that no consent of any other Lender or the Administrative Agent is required), or (ii) amend, modify or waive any condition precedent to any Borrowing of Revolving Loans or issuance of a Letter of Credit set forth in Section 4.2 (including in connection with any waiver of an existing Default or Event of Default);
(e) unless agreed to in writing by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders”), “Required Term Loan Lenders”except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, “Pro Rata Share” amendment or “Pro Rata Outstandings”;modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, 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.
Appears in 3 contracts
Samples: Credit Agreement and Pledge and Security Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.)
Amendments, Waivers, Etc. With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (awhich, for the avoidance of doubt, shall require the prior written consent of the Borrower) No amendment and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in addition to the receipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower Borrower) if the same (x) does not adversely affect the rights of any Lender or (By) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, is not objected to in writing by the Collateral Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (2) in as so amended or amended and restated, as the case may be), the Commitments of any such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent by effected in accordance with this Section 11.1 shall be binding upon each Person that is at the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) time thereof a Lender and the Borrower; provided, each Person that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such subsequently becomes a Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 2 contracts
Samples: Five Year Credit Agreement (CVS HEALTH Corp), Five Year Credit Agreement (CVS HEALTH Corp)
Amendments, Waivers, Etc. (a) No amendment Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be waived amended, supplemented or modified except in accordance with the provisions of this Section 10.11. The Required Lenders and each Credit Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Agent and each Credit Party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Term Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of any provision applicability of any Loan Document the Default Rate interest rates (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom which waiver shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the Borrower; provided, that no amendment, consent financial covenants in this Agreement shall not constitute a reduction in the rate of interest or waiver described in fees for purposes of this clause (2i)) above shallor extend the scheduled date of any payment thereof, unless or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in writing and signed by each case without the written consent of each Lender directly affected thereby thereby; (ii) eliminate or by reduce the Administrative Agent with voting rights of any Lender under this Section 10.11 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release the Borrower from its obligation under the Loan Documents or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), in addition to each case without the written consent of all Lenders; (iv) change any other Person provision contained in Sections 2.2(c), 2.5, 2.7, 2.8 or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the signature written consent of which is each Lender directly affected thereby; (v) except as otherwise required pursuant to expressly provided herein, including without limitation, in Section 10.11(b) or in any Loan Security Document, be effective to do release any of the following:
Collateral without the written consent of each Lender, and (ivi) amend, modify or waive any condition specified in provision of Section 3.1, except any condition referring to 9 or any other provision of any Loan Document;Document that affects the Agent without the written consent of the Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Agent and all future holders of the Term Loans. In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights hereunder and under the other 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.
(b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Credit Parties on any Collateral (i) upon the termination of the all Term Loan Commitments, and payment and satisfaction in full in cash of all Term Loans and other Obligations, (ii) increase constituting Property being sold or disposed of if the Commitment Credit Party disposing of such Lender Property certifies to the Agent that the sale or subject disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such Lender to any additional obligation;
certificate, without further inquiry), (iii) reduce (including through release, forgiveness, assignment constituting Property leased to a Credit Party under a lease which has expired or otherwise) (A) the principal amount of, the interest rate onbeen terminated in a transaction permitted under this Agreement, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone as required to effect any scheduled maturity date sale or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction disposition of such Lender’s Commitment or Collateral in connection with any exercise of remedies of the stated expiration date of any Letter of Credit beyond Agent and the Revolving Credit Termination Date; provided, that this clause (iv) does not apply Lenders pursuant to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except Article 8. Except as provided in the preceding sentence or in Section 10.107.4(e)(5), the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Collateral Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all or substantially interests retained by the Credit Parties, including the proceeds of any sale, all of the Collateral or any Guarantor from its guaranty of any Obligation which shall continue to constitute part of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Collateral.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (including through releaseiv) reduce the rate, forgivenessor extend the time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or otherwisedelegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the principal amount ofrights or obligations of the Administrative Agent, the interest rate on, Issuer or the Swing Line Lender under any obligation Loan Document without the written consent of the Borrower to repay (whether Administrative Agent, the Issuer or not on a fixed date)the Swing Line Lender, any outstanding Loan owing to such Lender (excluding mandatory prepayments)as the case may be, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving change the Letter of Credit LenderCommitment, any L/C Reimbursement Obligation or any obligation of change the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment amount or the stated expiration date time of payment of any Letter of Credit beyond or any commission or fee payable to the Revolving Issuer in connection therewith, or change any other term or provision which relates to the Letter of Credit Termination Date; providedCommitment or the Letters of Credit without the written consent of the Issuer, that this clause (ivC) does change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not apply extend to any change to mandatory prepayments, including those required under Section 2.8, subsequent or to the application of any payment, including as set forth in Section 2.12;
(v) waive other Default or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 2 contracts
Samples: Credit Agreement (CVS HEALTH Corp), Credit Agreement (CVS Caremark Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and, in the case of the Administrative Agent's or any Lender's obligations to the Borrowers, signed by the Borrowers and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the BorrowerBorrowers, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lender)thereof) and, in addition to any other Person if applicable, the signature of which is otherwise required pursuant to any Loan DocumentBorrowers, be effective to do any of the following:: 116
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Initial Loans and Letters of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and subject to any other provision the provisions of any Loan DocumentSection 3.3 (Determinations of Initial Borrowing Conditions);
(ii) increase the any Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment extend the scheduled final maturity of any Loan or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan Reimbursement Obligation owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; providedwaive, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive reduce or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole payment or in part, reduction of principal of or interest on any such Loan or fee owing to such Lender Reimbursement Obligation (it being understood that Section 2.9 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause 's Commitment;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release any Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) reduce the rate of interest (other than any additional Applicable Margin required under Section 7.15 (Post-Closing Covenants)) on any Loan or Reimbursement Obligation outstanding and owing to such Lender or any fee payable hereunder to such Lender or postpone any scheduled date fixed for payment of such interest or fees or waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)such payment;
(vi) except as provided in Section 10.10, change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(vii) release all or substantially all of the Collateral except as provided in Section 10.8(b) (Concerning the Collateral and the Collateral Documents) or release any Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its guaranty obligations under any Guaranty except in connection with the sale or other disposition of any Obligation a Subsidiary Guarantor (or all or substantially all of the Borrower;assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or
(viiviii) reduce amend Section 10.8(b) (Concerning the Collateral and the Collateral Documents), Section 11.7 (Sharing of Payments, Etc.), this Section 11.1 or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the either definition of the terms “Required "Requisite Lenders”" or "Ratable Portion"; and provided, “Required further, that (A) any modification of the application of payments to the Term Loans pursuant to Section 2.9 (Mandatory Prepayments) shall require the consent of the Requisite Term Loan Lenders and any such modification of the application of payments to the Revolving Loans pursuant to Section 2.9 (Mandatory Prepayments) or the reduction of the Revolving Credit Commitments pursuant to Section 2.5(b) (Reduction and Termination of the Commitments) shall require the consent of the Requisite Revolving Credit Lenders”, “Required (B) any modification of provisions requiring payments to be applied on a pro rata basis to the U.S. Term Loans and the Canadian Term Loans shall require the consent of the Requisite U.S. Term Lenders and the Requisite 117 Canadian Term Lenders, (C) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(e) (Assignments and Participations), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder, (D) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents and (E) no amendment, waiver or consent shall, unless in writing and signed by each Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Loan Lenders under this Agreement or the other Loan Documents; and provided, further, that notwithstanding anything herein to the contrary, the Administrative Agent may, with the consent of the Company, amend, modify or supplement this Agreement to cure any typographical error, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer.
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of any Revolving Credit Lenders or Term Loan Lenders”, “Pro Rata Share” the consent of Requisite Lenders is obtained but the consent of any Revolving Credit Lender or “Pro Rata Outstandings”;Term Loan Lender whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a "Non-Consenting Lender"), then, as long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Company's request, an Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Revolving Credit Commitments and Revolving Credit Outstandings of such Non-Consenting Lender if such Non-Consenting Lender is a Non-Consenting Lender in its capacity as a Revolving Credit Lender and all of the Term Loans of such Non-Consenting Lender if such Non-Consenting Lender is a Non-Consenting Lender in its capacity as a Term Loan Lender, in each case for an amount equal to the principal balance of all such Revolving Loans or Term Loans, as applicable, held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Revolving Loans or Term Loans, as applicable, held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender's Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an 118 Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate onamount, or any obligation extend the time of payment, of the Borrower to repay (whether or not on a fixed date)Fees without the consent of each Lender directly affected thereby, any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extendreduce the rate, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the paymenttime of payment of, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for any Note (other than the reduction of such Lender’s Commitment or the stated expiration date applicability of any Letter post-default increase in such rate of Credit beyond interest) without the Revolving Credit Termination Date; providedconsent of each Lender directly affected thereby, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive reduce the amount, or amend extend the time of payment of any provision payment of Section 2.12(c) (Application principal on any Loan or any Note without the consent of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
each Lender directly affected thereby, (vi) except as provided in Section 10.10, release all decrease or substantially all forgive the principal amount of the Collateral any Loan or any Guarantor from its guaranty Note without the consent of any Obligation of the Borrower;
each Lender directly affected thereby, (vii) reduce consent to any assignment or increase delegation by the proportion Borrower of Lenders required for any of its rights or obligations under any Loan Document without the Lenders consent of each Lender, (or any subset thereofviii) to take any action hereunder or change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the terms “Required consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Article 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders”, “Required Revolving Credit Lenders”the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, “Required Term the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Lenders”Documents, “Pro Rata Share” but any Default or “Pro Rata Outstandings”;Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
Appears in 2 contracts
Samples: Bridge Credit Agreement (CVS/Caremark Corp), Bridge Credit Agreement (Blue MergerSub Corp.)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Agency Fee Letter or the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Scheduled Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
(viii) amend Section 10.10 (Release of Collateral or Guarantors) if the effect of such amendment is a release described in clause (vi) above, Section 11.9 (Sharing of Payments) or this Section 11.1;
(ix) waive any condition set forth in Section 3.2 as to any Borrowing , directly or indirectly (including by waiving any Default or Event of Default or amending or modifying Section 3.2 or Section 9.1 if the effect thereof is to permit such Borrowing), without the written consent of the Required Lenders; or
(x) consent to the assignment by any Loan Party of any of its rights and obligations under any Loan Document.
(xi) and provided, further, that (x) any change to the definition of the term “Required Lender” shall require the consent of all of the Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, any Agent (or otherwise modify any provision of Article X or the application thereof), any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by such Agent, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. In the case of any waiver, the Borrower, the Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon (or reduce the amount of any increased interest or fee payments as a consequence of any such Default or Event of Default).
(c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lender or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Amendments, Waivers, Etc. (a) No amendment or waiver of Neither this Agreement nor the Notes nor any other Loan Document nor any provision hereof or thereof may be amended, waived, discharged or terminated except by a written instrument signed by the Agent on behalf of any Loan Document (other than the Fee Letter) Lenders or, as the case may be, by the Lenders, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) also, in the case of an amendments, by the Borrower.
(b) Except where this Agreement or any of the other Loan Documents authorizes or permits the Agent to act alone or requires the automatic release of the Lenders’ Encumbrances on Collateral and except as otherwise expressly provided in this Section 11.7(b), any action to be taken (including the giving of notice) by the Lenders may be taken, and any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, and any term of this Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or mentioned therein may be amended, and the performance or observance by the Borrower or any other Person of any of the terms thereof and any Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively), in each case only with the written consent of the Majority Lenders; provided, however, that no such amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
shall (i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan, or waive or excuse any payment thereof, or reduce the rate of interest thereon, or reduce any premium or fees payable hereunder, without the written consent of each Lender or subject such Lender to any additional obligation;
directly affected thereby, (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) postpone the scheduled date of payment of the principal amount of, the interest rate onof any Loan, or any obligation of the Borrower to repay interest (whether or not on a fixed date)premium, any outstanding Loan owing to such Lender (excluding mandatory prepayments), (Bif any) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation thereon or any obligation fees payable hereunder, or postpone the scheduled date of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment expiration of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
Commitment, without the written consent of each Lender directly affected thereby, (iv) extend, waive amend this Section 11.7(b) or postpone any scheduled maturity date change the definition of “Majority Lenders” or other scheduled date fixed the number of Lenders which shall be required for the paymentLenders or any of them to take any action under the Loan Documents, in whole or in partwithout the written consent of each Lender, (v) change the definition of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as “Borrowing Base” set forth in Section 2.12;
(v) waive or 1.1, amend any provision of Section 2.12(c) (Application of Payments during an Event of Default2.1(a) or waive the limitations set forth in Section 2.12(d) (Application 2.1(a), without the consent of Payments Generally);
each Lender, (vi) release any Collateral, except as provided in Section 10.1010.2(b) or as expressly set forth in any other Loan Document, release all or substantially all amend Sections 2.5 or 2.6 hereof, without the consent of the Collateral each Lender, or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce amend, modify or increase otherwise affect the proportion rights or duties of Lenders required for the Lenders (or any subset thereof) to take any action Agent hereunder or change under any other Loan Document without the definition written consent of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Agent.
Appears in 2 contracts
Samples: Credit Agreement (Microfinancial Inc), Credit Agreement (Microfinancial Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) Lenders and the Borrower), and then the same shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision reduce or forgive the principal amount of any Loan Document;
Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Agent for its own account), or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount ofRevolving Credit Maturity Date, the interest rate on, Swingline Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Revolving Loan or fee owing Swingline Loan (other than additional interest payable under Section 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Agent for its own account) or any other Obligations;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Revolving Credit Commitment or Swingline Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such Lender an increase or extension), (ii) change the percentage of the Total Revolving Credit Commitments, the Swingline Commitment or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or approve, or direct the stated expiration Agent to take or approve, any action hereunder (including as set forth in the definition of "Required Lenders"), (iii) except as may be otherwise specifically provided in this Agreement or in any other Credit Document, release all or substantially all of the Collateral, or release any material Subsidiary from the Subsidiary Guaranty, or (iv) change any provision of SECTION 2.15 or this SECTION 11.6;
(c) unless agreed to by (i) all of the Lenders, extend the expiry date of any Letter of Credit beyond the seventh day prior to the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to Maturity Date or reduce or forgive any change to mandatory prepayments, including those required under Section 2.8Reimbursement Obligation, or (ii) Lenders having more than sixty-six and two-thirds percent (66-2/3%) of the Revolving Credit Commitments (or, if the Revolving Credit Commitments have been terminated, Lenders holding more than sixty-six and two-thirds percent (66-2/3%) of the aggregate outstanding principal amount of the Revolving Loans and Letter of Credit Exposure), change any other provision of ARTICLE III; and
(d) unless agreed to by the Issuing Lender, the Swingline Lender or the Agent in addition to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Issuing Lender, the Swingline Lender or the Agent, as applicable, hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving other Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Documents.
Appears in 2 contracts
Samples: Credit Agreement (Eclipsys Corp), Credit Agreement (Eclipsys Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no Document, nor consent to any departure by any a Loan Party therefrom therefrom, shall in any event be effective unless the same shall be in writing and signed (1) by the Borrower, the Guarantors and the Majority Banks, and then such waiver or consent shall be effective only in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent specific instance and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other specific purpose for which given; provided that no amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)Bank, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(ia) waive any condition of the conditions specified in Section 3.1, except any condition referring 4 (Conditions to any other provision of any Loan DocumentFunding);
(iib) increase the Commitment of such Lender any Bank or alter the term thereof, or subject such Lender any Bank to any additional obligationor extended obligations;
(iiic) reduce (including through release, forgiveness, assignment or otherwise) (A) change the principal amount of, or decrease the rate of interest rate on, the Loans or any Note, or any obligation of fees or other amounts payable hereunder (except that the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of Required Banks may waive in writing the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during increase in Applicable Margin resulting from the continuance occurrence of an Event SUG Change of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments GenerallyControl);
(vid) except as provided in postpone any date fixed for any payment of principal of, or interest on, the Loans or any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder;
(e) change the definition of “Majority Banks” or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder;
(f) amend this Section 10.10, 11.1; or
(g) reduce or limit the obligations of any Guarantor under the Loan Documents or release all or substantially all of the Collateral or any Guarantor from its guaranty obligations under the Loan Documents; and provided, further, that (I) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document and (II) at any time after the occurrence of an SUG Change of Control, the approval of the Required Banks shall be required in order to (a) amend or waive, or consent to any departure from, Section 6.1 (Financial Covenant), Section 6.2 (Liens, Etc.), Section 6.7 (Restricted Payments), Section 7.1 (Liens, Etc.) or Section 7.5 (Restricted Payments) or (b) to amend any defined term relating to any such provision if the effect of any Obligation such amendment contemplated in this clause (b) would be to cause such provision to be less onerous on the relevant Loan Party. No failure or delay on the part of any Bank or the Borrower;
(vii) reduce Agent in exercising any power or increase right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the proportion exercise of Lenders required any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the Lenders (purpose for which given. No notice to or demand on the Borrower in any subset thereof) case shall entitle the Borrower to take any action hereunder other or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” further notice or “Pro Rata Outstandings”;demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lenderan increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan, any Revolving Credit Note or any Reimbursement Obligation (other than the applicability of any post-default increase in addition such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Revolving Credit Note or any Reimbursement Obligation, (vii) consent to any other Person assignment or delegation by the signature Borrower of which is otherwise required pursuant to any of its rights or obligations under any Loan Document, be effective to do any (viii) change the provisions of the following:
(i) waive any condition specified in this Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)11.1, (Bix) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lenderchange the definition of Required Lenders, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance several nature of an Event the obligations of Default or to any payment of any such increase the Lenders, (xi) change the sharing provisions among Lenders, or (yxii) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any a Letter of Credit beyond the Revolving Credit Commitment Termination Date; provided. Notwithstanding the foregoing, that this clause no such amendment, supplement, modification, waiver or consent shall (ivA) does not apply to any change to mandatory prepaymentsamend, including those required under Section 2.8, modify or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (Application C) change the Swing Line Commitment, change the amount or the time of Payments during an payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 2 contracts
Samples: Credit Agreement (CVS Corp), Credit Agreement (CVS Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee LetterDeposit Account Control Agreements, the Securities Account Control Agreements and the Letter of Credit Reimbursement Agreements) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1w) in the case of an amendment, consent or waiver amendment to (A) cure any ambiguity, omission, defect or inconsistency, signed by the Administrative Agent and the Borrower or (Bexcept as provided in clause (x) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional propertybelow), by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders), (y) in the case of any amendment necessary to implement the terms of a Facility Increase in accordance with the terms hereof, by the Borrower and the Administrative Agent and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly and adversely affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring 3.1 (Conditions Precedent to any other provision Term Loans and Letters of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of DefaultCredit) or Section 2.12(d) 3.2 (Application Conditions Precedent to Each Loan and Letter of Payments Generally);
(viCredit) except as provided with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
3.1 (vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter, each Letter of Credit Reimbursement Agreement and notice of grant of a security interest with respect to Intellectual Property) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the BorrowerBorrower or the applicable Loan Party, as the case may be, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2(b) or (c) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision Initial Loans and Letters of any Loan DocumentCredit), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions);
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.9 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause Commitment;
(iv) does not apply to any change to mandatory prepaymentsforgive, including those required under Section 2.8reduce, or release the Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligation outstanding and owing to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) except as provided in Section 10.10, release all or substantially all expressly subordinate any of the Collateral Obligations or any Guarantor from its guaranty of any Obligation of Liens securing the BorrowerObligations;
(vii) reduce postpone any scheduled date fixed for payment of interest or increase fees owing to such Lender or waive any such payment;
(viii) change the proportion aggregate Ratable Portions of Lenders required for the any or all Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”hereunder;
Appears in 2 contracts
Samples: Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Holdings, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (including through releaseiv) reduce the rate, forgiveness, assignment or otherwise) (A) extend the principal amount time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the interest applicability of any post-default increase in such rate onof interest) without the consent of each Lender directly affected thereby, (v) reduce the amount, or any obligation extend the time of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation payment of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (yxii) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any a Letter of Credit beyond the Revolving Credit Commitment Termination Date; providedDate without the consent of each Lender. Notwithstanding the foregoing, that this clause no such amendment, supplement, modification, waiver or consent shall (ivA) does not apply to any change to mandatory prepaymentsamend, including those required under Section 2.8, modify or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (Application C) change the Swing Line Commitment, change the amount or the time of Payments during an payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 2 contracts
Samples: Credit Agreement (CVS Caremark Corp), Credit Agreement (CVS Caremark Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the BorrowerCompany or the applicable Loan Party, as the case may be, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2(b) or (c) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision Initial Loans and Letters of any Loan DocumentCredit), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions);
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.9 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause Commitment;
(iv) does not apply to any change to mandatory prepaymentsforgive, including those required under Section 2.8reduce, or release any Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligation outstanding and owing to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) except as provided in Section 10.10, expressly subordinate any of the Secured Obligations or any Liens securing the Secured Obligations;
(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment;
(viii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(A) release all or substantially all of the Collateral or except as provided in Section 10.8(b) (Concerning the Collateral and the Collateral Documents), (B) release any Guarantor Borrower from its guaranty of payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any), (C) release any Obligation material Guarantor or all or substantially all of the Borrower;Guarantors from its or their obligations under the Guaranty except in connection with the sale or other disposition of a Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) or (D) amend, modify or waive the proviso in Section 11.10 (Binding Effect); or
(viix) reduce or increase amend Section 10.8(b) (Concerning the proportion of Lenders required for Collateral and the Lenders Collateral Documents), Section 11.7 (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 2 contracts
Samples: Credit Agreement (Marquee Holdings Inc.), Credit Agreement (Amc Entertainment Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party Obligor therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent Requisite Lenders, and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of then any other amendment, such waiver or consent by shall be effective only in the Required Lenders (or by specific instance and for the Administrative Agent with the consent of the Required Lenders) and the Borrowerspecific purpose for which given; provided, however, that no amendment, modification, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring subject the Lenders to any other provision of any Loan Documentadditional obligations;
(ii) increase change the Commitment scheduled final maturity of such Lender the Loans, or subject such Lender to change the amount or date for payment of any additional obligationdate fixed for the payment or reduction of principal;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) change the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Loan (other than by the payment or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinprepayment thereof);
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for change the payment, in whole or in part, rate of principal of or interest on any Loan or fee owing to such Lender any fee, indemnity or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply other amount payable to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12Lender;
(v) waive change any date fixed for payment of such interest, indemnity or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) other amount or Section 2.12(d) (Application of Payments Generally)fees;
(vi) except as provided in amend the definition of "Requisite Lenders" or this Section 10.10, 9.1(a);
(vii) modify the application of payments to the Loan under Section 2.9; or
(viii) release all or substantially all of the Collateral or any release the Guarantor from its guaranty the guarantee contained in Article VIII; and provided, further, that no amendment, modification, waiver or consent shall, unless in writing and signed by the Loan Agent in addition to the Persons required above to take such action, affect the rights or duties of the Loan Agent under this Agreement or the other Loan Documents.
(b) The Loan Agent may, but shall have no obligation to, with the written concurrence of any Obligation Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances.
(c) In connection with any proposed amendment, modification, waiver or termination (a "Proposed Change") requiring the consent of all affected Lenders, if the consent of the Borrower;
Loan Agent and of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (viiany such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), then (i) reduce or increase at the proportion of Lenders required for Borrowers' request, the Lenders Loan Agent shall have the right in the Loan Agent's sole discretion (or any subset thereofbut shall have no obligation) to take any action hereunder or change purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the definition Loan Agent's request, sell and assign to the Lender that is acting as the Loan Agent, all of the terms “Required Lenders”portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, “Required Revolving Credit Lenders”such purchase and sale to be consummated pursuant to an executed Assignment and Assumption, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;and (ii) the Borrowers may effect a substitution of the Non-Consenting Lender pursuant to Section 2.12.
Appears in 2 contracts
Samples: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Amendments, Waivers, Etc. (a) No Except as provided in Sections 2.24 and 2.25 no amendment or waiver of any provision of this Agreement or any Loan other Credit Document (other than the Fee Letter) and no nor consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders Requisite Participants (or by the Administrative Agent with the consent of the Required LendersRequisite Participants) and, in the case of any amendment, by the Applicants, and then any such waiver or consent shall be effective only in the Borrowerspecific instance and for the specific purpose for which given; provided, however, notwithstanding the foregoing, each Credit Document may be amended in accordance with its express terms; provided, further, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender Participant or Issuer directly affected thereby (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document[reserved];
(ii) [reserved];
(iii) increase the Commitment of such Lender Participant (it being agreed that a waiver of any condition precedent or subject such Lender to the waiver of any additional obligation;
(iii) reduce (including through releaseDefault, forgiveness, assignment Event of Default or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or mandatory prepayment will not on constitute a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that Commitment increase under this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein));
(iv) extendextend the scheduled final maturity of any Reimbursement Obligation payable to such Participant, waive or waive, reduce or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of principal of or interest on any Loan or fee owing to such Lender Reimbursement Obligation or for the reduction of such LenderParticipant’s Commitment (it being agreed that a waiver of any condition precedent or the stated expiration date waiver of any Letter Default, Event of Credit beyond the Revolving Credit Termination Date; providedDefault or mandatory prepayment will not constitute an extension, that waiver, reduction or postponement under this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12));
(v) waive or amend reduce the amount of any provision of Section 2.12(c) Reimbursement Obligation payable to such Participant (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generallyin each case, other than by the payment thereof);
(vi) except as provided reduce the rate or amount of interest on any Reimbursement Obligations outstanding or any fee payable hereunder to such Participant; provided, however, that only the consent of the Requisite Participants shall be necessary to waive any obligation of the Applicants to pay interest or Participation Fees payable hereunder at the default rate set forth in Section 10.102.7(i), 2.13(d) and Section 2.15(c)(ii), respectively;
(vii) postpone any scheduled date fixed for payment of such interest or fees owing to such Participant (it being agreed that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment will not constitute a postponement under this clause (vii));
(viii) (x) alter the manner in which payments or prepayments of Reimbursement Obligations, interest or other amounts hereunder shall be applied as among the Participants or (y) change the aggregate Ratable Portions of Participants required for any or all Participants to take any action hereunder;
(ix) (x) release all or substantially all of the Collateral except as provided in Section 10.7(b)(i) or (y) release an Applicant from its payment obligations to such Participant under this Agreement or (z) release any Guarantor from its guaranty Guarantee or its obligations under the Pledge and Security Agreement except (I) in connection with the sale or other disposition of such Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) and (II) in connection with any other transaction permitted pursuant to this Agreement in which such Subsidiary Guarantor ceases to be a Guarantor (including, without limitation, in connection with any transaction permitted pursuant to Section 8.6 and in connection with the designation of any Obligation Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Agreement); provided, however, that notwithstanding the foregoing clause (z), each of the Borrower;
following may be released: (viix) reduce or increase any Immaterial Guarantor with the proportion consent of Lenders the Administrative Agent, (y) any other Guarantor that ceases to be a Subsidiary of the Parent as the result of a transaction permitted hereunder and (z) with the consent of the Administrative Agent, any Guarantor that, as a result of its status as a Guarantor, would be required for the Lenders (or any subset thereof) to take any action hereunder that at such time (I) is prohibited by (A) any Governmental Authority with authority over such Guarantor or change (B) applicable law, (II) requires the definition consent of a Governmental Authority that has not been obtained or (III) is not within such Guarantor’s legal capacity or authority; or
(x) amend Section 2.16(e) or (f), Section 10.7(b), this Section 11.1, the sharing provisions of Section 11.7 or the definitions of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata ShareRequisite Participants” or “Pro Rata OutstandingsRatable Portion”;; and
(i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Participants required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Credit Documents and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Participants required above to take such action, affect the rights or duties of the Collateral Agent under this Agreement or the other Credit Documents, (y) no amendment, waiver or consent shall, unless in writing and signed by such Issuer, affect the rights or duties of such Issuer under this Agreement or the other Credit Documents and (z) each fee letter entered into by a Credit Party in connection with this Agreement may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Participant 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 Participants or each affected Participant may be effected with the consent of the Participants other than Defaulting Participant), except that (x) the Commitments of any Defaulting Participant may not be increased or extended without the consent of such Participant, (y) the amount of any Reimbursement Obligation payable to such Defaulting Participant may not be reduced without the consent of such Participant (in each case, other than by the payment or prepayment thereof) and (z) any waiver, amendment or modification requiring the consent of all Participants or each affected Participant that by its terms affects any Defaulting Participant more adversely than other affected Participants shall require the consent of such Defaulting Participant.
(b) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Participant, execute amendments, modifications, waivers or consents on behalf of such Participant. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on an Applicant in any case shall entitle the Applicants to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Participants, the consent of Requisite Participants is obtained but the consent of other Participants whose consent is required is not obtained (any such Participant whose consent is not obtained as described in this Section 11.1(c) being referred to as a “Non-Consenting Participant”), then, at the Applicants’ request, the Administrative Agent or an Eligible Assignee reasonably acceptable to the Administrative Agent (provided that any Participant, Affiliate of a Participant or an Approved Fund shall be acceptable to the Administrative Agent) shall have the right (but shall have no obligation) to purchase from such Non-Consenting Participant, and such Non-Consenting Participant agrees that it shall, upon such request and acceptance, sell and assign to such Participant, Affiliate of a Participant, Approved Fund or Eligible Assignee, all of the Commitments and Letter of Credit Obligations of such Non-Consenting Participant for an amount equal to the principal balance of all applicable Obligations held by the Non-Consenting Participant and all accrued interest and fees with respect thereto and other amounts due and payable hereunder through the date of sale, such purchase and sale to be consummated pursuant to an Assignment and Acceptance delivered to the Administrative Agent, and the Eligible Assignee shall pay any processing and recordation fee (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that the failure to execute and deliver such Assignment and Acceptance by the Non-Consenting Participant shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed and delivered upon receipt by such Non-Consenting Participant of the proceeds of such sale and acceptance.
Appears in 2 contracts
Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by a Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent shall:
(a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers for their own accounts) shall not constitute a reduction of any interest rate or fees hereunder), (ii) waive, extend or postpone the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Loan (including any scheduled date for the mandatory termination of any Commitments), or waive, extend or postpone the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers for their own accounts), or waive, extend or postpone the time of payment of any Reimbursement Obligation or any interest thereon, or waive, extend or postpone the expiry date of any Letter of Credit beyond the Letter of Credit Maturity Date, or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory termination of the Commitments, if agreed to by the Required Lenders, Required Dollar Revolving Lenders, Required Multicurrency Revolving Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, (iii) release the Parent Borrower of its guaranty under Article XI or (iv) change or waive any provision of Section 2.12(e) or 2.14, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5;
(c) change any provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those of Lenders holding Loans of any other Class without the written consent of the requisite percentage in interest of each affected Class of Lenders (i.e., the Required Dollar Revolving Lenders or the Required Multicurrency Revolving Lenders, as applicable); and
(d) unless agreed to by each Multicurrency Revolving Lender, amend the definition of Foreign Currency; provided further that (i) no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each the Issuing Lender directly affected thereby in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any other Credit Document relating to the Dollar L/C Commitment, the Multicurrency L/C Commitment or 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrowers and the Required Dollar Revolving Lenders or the Required Multicurrency Revolving Lenders, as applicable, (vi) the Administrative Agent and the Parent 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 same is not objected to in writing by the Required Lenders within five Business Days after notice thereof) if the Administrative Agent and the Parent Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision and (vii) the Ineligible Assignees Letter Agreement may be amended in accordance with Section 9.10(b). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender), . Notwithstanding the fact that the consent of all Lenders is required in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including certain circumstances as set forth in Section 2.12;
(v) waive or amend above, each Lender is entitled to vote as such Lender sees fit on any provision bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 2.12(c1126(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of Bankruptcy Code supersedes the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;unanimous consent provisions set forth herein.
Appears in 2 contracts
Samples: Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (IntercontinentalExchange Group, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (including through releaseiv) reduce the rate, forgiveness, assignment or otherwise) (A) extend the principal amount time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the interest applicability of any post‑default increase in such rate onof interest) without the consent of each Lender directly affected thereby, (v) reduce the amount, or any obligation extend the time of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation payment of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (yxii) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any a Letter of Credit beyond the Revolving Credit Commitment Termination Date; providedDate without the consent of each Lender. Notwithstanding the foregoing, that this clause no such amendment, supplement, modification, waiver or consent shall (ivA) does not apply to any change to mandatory prepaymentsamend, including those required under Section 2.8, modify or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (Application C) change the Swing Line Commitment, change the amount or the time of Payments during an payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 2 contracts
Samples: Credit Agreement (CVS Caremark Corp), Credit Agreement (CVS Caremark Corp)
Amendments, Waivers, Etc. (1) Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by Borrower and the Administrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 15.5 (and the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, of the Loans or reduce the interest rate on, or thereon; (b) extend any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any stated payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing the Loans payable to such Lender; (c) release Borrower, any Joinder Party, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 15.8); (d) release or subordinate in whole or in part any material portion of the collateral given as security for the reduction Loans; (e) modify any of such Lender’s Commitment the provisions of this Section 12.2, the definition of “Majority Lenders” or any other provision in the stated expiration date Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the terms of any Letter Event of Credit beyond Default; or (g) consent to (i) the Revolving Credit Termination Date; providedsale, that this clause transfer or encumbrance of any portion of the Project (ivor any interest therein) does not apply or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any change to mandatory prepayments, including those standard of reasonability) such consent is required under the Loan Documents. Notwithstanding the foregoing provisions of this Section 2.812.2, or as between Borrower and Lenders, notification by Administrative Agent to Borrower of Administrative Agent’s consent to any of the application of any payment, including as matters set forth in Section 2.12;clauses (a) through and including (g) of the preceding sentence shall be deemed to be the consent of each Lender to such matter.
(v2) waive Notwithstanding anything to contrary contained in this Agreement, any modification or amend supplement of Article 15, or of any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral rights or any Guarantor from its guaranty of any Obligation duties of the Borrower;
(vii) reduce or increase Administrative Agent hereunder, shall require the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition consent of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (Morgans Hotel Group Co.), Mezzanine Loan Agreement (Morgans Hotel Group Co.)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements and the L/C Reimbursement Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and any other Loan Party directly affected thereby, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;
Appears in 2 contracts
Samples: Credit Agreement (Duff & Phelps CORP), Credit Agreement (Duff & Phelps Corp)
Amendments, Waivers, Etc. (a) No amendment amendment, modification or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party Obligor therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent Requisite Lenders, and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of then any other amendment, such waiver or consent by shall be effective only in the Required Lenders (or by specific instance and for the Administrative Agent with the consent of the Required Lenders) and the Borrowerspecific purpose for which given; provided, however, that no amendment, modification, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring subject the Lenders to any other provision of any Loan Documentadditional obligations;
(ii) increase change the Commitment scheduled final maturity of such Lender the Loans, or subject such Lender to change the amount or date for payment of any additional obligationdate fixed for the payment or reduction of principal;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) change the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Loan (other than by the payment or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinprepayment thereof);
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for change the payment, in whole or in part, rate of principal of or interest on any Loan or fee owing to such Lender any fee, indemnity or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply other amount payable to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12Lender;
(v) waive change any date fixed for payment of such interest, indemnity or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) other amount or Section 2.12(d) (Application of Payments Generally)fees;
(vi) except as provided in amend the definition of "Requisite Lenders" or this Section 10.10, 9.1(a);
(vii) modify the application of payments to the Loan under Section 2.9; or
(viii) release all or substantially all of the Collateral or any release the Guarantor from its guaranty the guarantee contained in Article VIII; and provided, further, that no amendment, modification, waiver or consent shall, unless in writing and signed by the Loan Agent in addition to the Persons required above to take such action, affect the rights or duties of the Loan Agent under this Agreement or the other Loan Documents.
(b) The Loan Agent may, but shall have no obligation to, with the written concurrence of any Obligation Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the Borrower;
(vii) reduce or increase the proportion of Lenders required specific instance and for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;specific purpose for which it was
Appears in 2 contracts
Samples: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Amendments, Waivers, Etc. (a) No amendment This Agreement may not be supplemented, amended or waiver modified without the consent of each Pass Through Trustee (acting with the consent of holders of Pass Through Certificates of the related Class evidencing interests in the related Pass Through Trust aggregating not less than a majority in interest in such Trust), the Subordination Agent and each Liquidity Provider; provided, however, that this Agreement may be supplemented, amended or modified without the consent of any provision Pass Through Trustee (i) if such supplement or amendment cures an ambiguity or inconsistency or does not materially adversely affect such Pass Through Trustee or the holders of any Loan Document the related Class of Pass Through Certificates or (other than ii) to provide for a Non-Extension Drawing under a Replacement Liquidity Facility which is scheduled to expire prior to the Fee Letter) date which is 15 days after the Final Legal Distribution Date and no consent to any departure by any Loan Party therefrom shall be effective unless for the same shall be deposit of such Non-Extension Drawing in writing and signed (1) the Class A Cash Account provided, in the case of an amendmentthis clause (ii), consent that the Subordination Agent shall have received a Ratings Confirmation after giving effect to such amendment or waiver to (A) cure any ambiguitymodification. Notwithstanding the foregoing, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with without the consent of the Required Lenders) each Certificateholder and the Borrower; providedeach Liquidity Provider, that no amendmentsupplement, consent amendment or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent modification of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
this Agreement may (i) waive any condition specified in Section 3.1, except any condition referring to any other provision reduce the percentage of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for Pass Through Trust evidenced by the payment, in whole or in part, of principal of or interest on any Loan or fee owing Pass Through Certificates issued by such Pass Through Trust necessary to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply consent to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive modify or amend any provision of this Agreement or to waive compliance therewith or (ii) modify Section 2.12(c2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Trust Certificates or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Pass Through Trustee at any time following the payment of Final Distributions with respect to the related Class of Pass Through Certificates.
(b) In the event that the Subordination Agent, as the registered holder of any Equipment Trust Certificates, receives a request for its consent to any amendment, modification or waiver under such Equipment Trust Certificates, the Indenture pursuant to which such Equipment Trust Certificates were issued, or the Lease, Participation Agreement or other related document, (Application of Payments during an i) if no Indenture Event of Default) or Section 2.12(d) (Application Default shall have occurred and be continuing, the Subordination Agent shall request instructions with respect to each Series of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all Equipment Trust Certificates from the Pass Through Trustee of the Collateral Pass Through Trust which holds such Equipment Trust Certificates and shall vote or consent in accordance with the instructions of such Pass Through Trustee and (ii) if any Indenture Event of Default (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant pursuant to Section 4.03 of such Indenture) shall have occurred and be continuing with respect to such Indenture, the Subordination Agent will exercise its voting rights as directed by the Controlling Party; provided that no such amendment, modification or waiver shall, without the consent of each Liquidity Provider, reduce the amount of rent, supplemental rent or stipulated loss values payable by Federal Express Corporation under the Lease; and provided further that no amendment of or supplement to any Indenture, any Lease or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce Participation Agreement or increase the proportion of Lenders required for the Lenders (waiver or any subset thereof) to take any action hereunder or change the definition modification of the terms “Required Lenders”of, “Required Revolving Credit Lenders”or consent under, “Required Term Loan Lenders”any thereof, “Pro Rata Share” shall, without the consent of each Liquidity Provider, have any of the effects listed in the provisos to Section 7.11 or “Pro Rata Outstandings”;13.02 or Section 8.01(c) of the Indenture.
Appears in 2 contracts
Samples: Intercreditor Agreement (Federal Express Corp), Intercreditor Agreement (Federal Express Corp)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender holding or owed Obligations directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision reduce or forgive the principal amount of any Loan Document;
Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Agent for its own account), or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount ofTranche A Maturity Date, the interest rate onTranche B Maturity Date, the Revolving Credit Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than additional interest payable under Section 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Agent for its own account) or fee owing any other Obligations;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such Lender an increase or extension), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Agent to the application of take or approve, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), (v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(viiii) except as may be otherwise specifically provided in Section 10.10this Agreement or in any other Credit Document, release all or substantially all of the Collateral Collateral, release the Parent from the Guaranty, or (iv) change any Guarantor from its guaranty provision of any Obligation of the BorrowerSection 2.15 or this Section 12.6;
(viic) unless agreed to by Revolving Lenders having more than sixty-six and two-thirds percent (66-2/3%) of the Revolving Credit Commitments (or, if the Commitments have been terminated, Revolving Lenders holding more than sixty-six and two-thirds percent (66-2/3%) of the aggregate outstanding principal amount of the Revolving Loans), change any provision of Article III or Article IV or reduce or increase forgive any Reimbursement Obligation;
(d) unless agreed to by Tranche B Lenders having more than sixty-six and two-thirds percent (66-2/3%) of the proportion Tranche B Commitments (or, if the Commitments have been terminated, Tranche B Lenders holding more than sixty-six and two-thirds percent (66-2/3%) of the aggregate outstanding principal amount of the Revolving Loans), change any provision of Article III or reduce or forgive any Loan Note Reimbursement Obligation; and
(e) unless agreed to by the Issuing Bank or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Bank or the Agent, as applicable, hereunder or under any of the other Credit Documents; and provided further that (i) if any amendment, modification, waiver or consent would adversely affect the Lenders of Loans of a particular Class (the "affected Class") relative to Lenders of Loans of any other Class, then such amendment, modification, waiver or consent shall require the consent of Lenders required for the Lenders holding more than sixty-six and two-thirds percent (or any subset thereof66-2/3%) to take any action hereunder or change the definition of the terms “Required Lenders”aggregate outstanding principal amount of all Loans of the affected Class, “Required Revolving Credit Lenders”and (ii) the Fee Letter and any Hedge Agreement to which any Lender is a party may be amended or modified, “Required Term Loan Lenders”and any rights thereunder waived, “Pro Rata Share” or “Pro Rata Outstandings”;in a writing signed by the parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Chartwell Re Corp), Credit Agreement (Chartwell Re Holdings Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any U.S. Loan Document (other than the Fee Letter) and no consent to any departure by any U.S. Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) as provided in Section 2.18, (2) in the case of an amendment, consent or waiver to (A) to cure any technical error, ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the U.S. Secured Parties or extend extending an existing Lien over additional propertyProperty, in each case by the U.S. Collateral Agent and Agents, the Borrower and any other U.S. Loan Party which is a party to the U.S. Loan Document in question, (23) in the case of any other amendment, waiver or consent (other than to effect the intent of clauses (ii), (iii) and (iv) below which, for the avoidance of doubt, shall require consent of each Lender directly affected thereby (or by the Administrative Agent with consent of such Lender) and which shall not require consent of the Required Lenders), by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (4) in the case of any other amendment (other than to effect the intent of clauses (ii), (iii) and (iv) below which, for the avoidance of doubt, shall also require consent of each Lender directly affected thereby (or by the Administrative Agent with consent of such Lender) and which shall not require consent of the Required Lenders), by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 2 contracts
Samples: Credit Agreement (Hill International, Inc.), Credit Agreement (Hill International, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver of Neither this Agreement nor any other Loan Document nor any provision of any Loan Document hereof or thereof may be waived, amended or modified except (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1i) in the case of this Agreement, pursuant to an amendment, consent agreement or waiver to (A) cure any ambiguity, omission, defect or inconsistency, agreements in writing entered into by the Administrative Agent Borrowers, the Agents and the Borrower Required Lenders or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2ii) in the case of any other amendmentLoan Document, waiver pursuant to an agreement or consent agreements in writing entered into by the Required Lenders (Applicable Agent(s) and the Credit Party or by the Administrative Agent Credit Parties that are parties thereto, with the consent of the Required Lenders) and the Borrower; provided, provided that no amendmentsuch agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent or waiver described in clause (2) above shall, unless in writing and signed by of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Loan or by Letter of Credit Advances, or any date for the Administrative Agent with payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of such Lendereach Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(d), 2.2(e), 2.7, 2.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in addition to any other Person the signature definition of which is otherwise required pursuant to any Loan DocumentUS Borrowing Base or Canadian Borrowing Base or add new categories of eligible assets thereto, be effective to do without the written consent of each Lender, (vi) change any of the following:
(i) waive any condition specified in provisions of this Section 3.1, except any condition referring to or the definition of “Required Lenders” or any other provision of any Loan Document;
(ii) increase Document specifying the Commitment number or percentage of such Lender Lenders required to waive, amend or subject such Lender to modify any additional obligation;
(iii) reduce (including through releaserights thereunder or make any determination or grant any consent thereunder, forgiveness, assignment or otherwise) (A) without the principal amount of, the interest rate on, or any obligation written consent of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)each Lender, (Bvii) release any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Administrative Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the US Borrowing Base, the Canadian Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Administrative Agent, and no amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Swingline Lender hereunder without the prior written consent of the Swingline Lender.
(b) The Lenders hereby irrevocably authorize the US Collateral Agent or the Canadian Collateral Agent, as applicable, at its option and in its sole discretion, to release any Liens granted to such Agent by the applicable Credit Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations, (ii) constituting Property being sold or disposed of if the Credit Party disposing of such Property certifies to the Applicable Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Applicable Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting Property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agents and the Lenders pursuant to Article 8. Except as provided in the preceding sentence or in Section 7.4(e)(6), no Agent will release any Liens on any Collateral without the prior written authorization of the Required Lenders; provided that, each Applicable Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any Obligation sale, all of which shall continue to constitute part of the Borrower;Collateral.
(viic) reduce If, in connection with any proposed amendment, waiver or increase consent requiring the proportion consent of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Shareeach Lender” or “Pro Rata Outstandingseach Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”;), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement with an Eligible Assignee in compliance with all relevant provisions of Section 10.12 hereof, and contemporaneously with the replacement of such Non-Consenting Lender, the Borrowers shall cause such substitute lender(s) to pay in full, as the purchase price for such assignment, the Obligations owed to such Non-Consenting Lender, including all accrued, unpaid interest thereon and any Consequential Loss owing by any Borrower to such Non-Consenting Lender as a result of such payment, without payment of any prepayment or termination fee. In such event, such Non-Consenting Lender agrees to abide by the relevant provisions of Section 10.12 hereof in connection with the replacement of such Non-Consenting Lender by the Eligible Assignee secured by the Administrative Agent or the Borrowers. Notwithstanding the foregoing right of the Borrowers to replace any such Non-Consenting Lender, no Agent or Lender shall have any obligation to the Borrowers to find or locate any substitute lender or lenders to replace any such Non-Consenting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver of Neither this Agreement nor any other Loan Document nor any provision of any Loan Document hereof or thereof may be waived, amended or modified except (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1i) in the case of this Agreement, pursuant to an amendment, consent agreement or waiver to (A) cure any ambiguity, omission, defect or inconsistency, agreements in writing entered into by the Administrative Borrower, the Agent and the Borrower Required Lenders or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2ii) in the case of any other amendmentLoan Document, waiver pursuant to an agreement or consent agreements in writing entered into by the Required Lenders (Agent and the Credit Party or by the Administrative Agent Credit Parties that are parties thereto, with the consent of the Required Lenders) and the Borrower; provided, provided that no amendmentsuch agreement shall (i) increase the Revolving Credit Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent or waiver described in clause (2) above shall, unless in writing and signed by of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Loan or by Letter of Credit Advances, or any date for the Administrative Agent with payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment, without the written consent of such Lendereach Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(d), 2.2(e), 2.7, 2.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in addition to any other Person the signature definition of which is otherwise required pursuant to any Loan DocumentBorrowing Base or add new categories of eligible assets, be effective to do without the written consent of each Lender, (vi) change any of the following:
(i) waive any condition specified in provisions of this Section 3.1, except any condition referring to or the definition of “Required Lenders” or any other provision of any Loan Document;
Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (iivii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of release the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the Collateral without the written consent of each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver or consent shall be made with respect to Section 9 without the written consent of the Agent, and no amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Swingline Lender hereunder without the prior written consent of the Swingline Lender.
(b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Credit Parties on any Collateral (i) upon the termination of the all Revolving Credit Commitments, payment and satisfaction in full in cash of all Obligations, (ii) constituting Property being sold or disposed of if the Credit Party disposing of such Property certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting Property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article 8. Except as provided in the preceding sentence or in Section 7.4(e)(5), the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any Obligation sale, all of which shall continue to constitute part of the Borrower;Collateral.
(viic) reduce If, in connection with any proposed amendment, waiver or increase consent requiring the proportion consent of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Shareeach Lender” or “Pro Rata Outstandingseach Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”;), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement with an Eligible Assignee in compliance with all relevant provisions of Section 10.12 hereof, and contemporaneously with the replacement of such Non-Consenting Lender, the Borrower shall cause such substitute lender(s) to pay in full, as the purchase price for such assignment, the Obligations owed to such Non-Consenting Lender, including all accrued, unpaid interest thereon and any Consequential Loss owing by the Borrower to such Non-Consenting Lender as a result of such payment, without payment of any prepayment or termination fee. In such event, such Non-Consenting Lender agrees to abide by the relevant provisions of Section 10.12 hereof in connection with the replacement of such Non-Consenting Lender by the Eligible Assignee secured by the Agent or the Borrower. Notwithstanding the foregoing right of the Borrower to replace any such Non-Consenting Lender, neither the Agent nor any Lender shall have any obligation to the Borrower to find or locate any substitute lender or lenders to replace any such Non-Consenting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Amendments, Waivers, Etc. Except as otherwise expressly provided in this Agreement or any of the other Loan Documents: (ai) No amendment each of the Loan Documents may be modified, amended or waiver supplemented in any respect whatever only with the prior written consent or approval of the Majority Banks and the Borrowers; and (ii) the performance or observance by the Borrowers of any provision of their covenants, agreements or obligations under any of the Loan Document (other than Documents may be waived only with the Fee Letter) and no written consent to any departure by any Loan Party therefrom of the Majority Banks; provided, however, that the following changes shall be effective unless require the same shall be in writing and signed (1) in written consent, agreement or approval of all of the case of an amendment, consent or waiver to Banks: (A) cure any ambiguity, omission, defect decrease in the amount or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit postponement of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case due date of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), Obligations; (B) any fee decrease in the interest rates or accrued interest payable to such Lender letter of credit fees prescribed in any of the Notes, the Swing Line Note or this Agreement; (C) if such Lender is a any increase in the Revolving Credit Lender, Commitment or Commitment Percentage of any L/C Reimbursement Obligation or any obligation of the Borrower to repay Banks, except as permitted by Section 10.10; (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (xD) any change to any provision increasing any interest rate or fee during in the continuance definition of an Event Majority Banks; (E) the extension of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration expiry date of any Letter of Credit beyond the Revolving Credit Termination DateMaturity Date (except where the Borrowers have Cash Collateralized such Letter Credit or have provided a backing letter of credit in a form and from an issuer acceptable to the Agent and the Issuing Bank); provided, that this clause (ivF) does not apply to any change in the prohibition on the Borrowers’ ability to mandatory prepayments, including those required under assign or transfer any of their rights or obligations hereunder; and (G) any change in the terms of this Section 2.8, 10.8. Any change to Section 8 or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any other provision of Section 2.12(c) (Application of Payments during an Event of Default) this Agreement affecting the rights or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all obligations of the Collateral Agent shall not be amended or modified without the prior written consent of the Agent. Any change to Section 2.10 or any Guarantor from its guaranty other provision of any Obligation this Agreement affecting the rights or obligations of the Borrower;
(vii) reduce Issuing Bank shall not be amended or increase modified without the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition prior written consent of the terms “Required Lenders”Issuing Bank. Without limitation of the foregoing, “Required Revolving Credit Lenders”, “Required Term it is agreed that any requirement in any Loan Lenders”, “Pro Rata Share” Document of the consent or “Pro Rata Outstandings”;waiver of the Banks shall be deemed to require the consent or waiver of the Majority Banks.
Appears in 2 contracts
Samples: Revolving Credit Agreement (COURIER Corp), Revolving Credit Agreement (Courier Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no Document, nor consent to any departure by any a Loan Party therefrom therefrom, shall in any event be effective unless the same shall be in writing and signed (1) by the Borrower, the Guarantors and the Majority Banks, and then such waiver or consent shall be effective only in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent specific instance and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other specific purpose for which given; provided that no amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)Bank, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(ia) waive any condition of the conditions specified in Section 3.1, except any condition referring 4 (Conditions to any other provision of any Loan DocumentFunding);
(iib) increase the Commitment of such Lender any Bank or alter the term thereof, or subject such Lender any Bank to any additional obligationor extended obligations;
(iiic) reduce (including through release, forgiveness, assignment or otherwise) (A) change the principal amount of, or decrease the rate of interest rate on, the Loans or any Note, or any obligation fees or other amounts payable hereunder;
(d) postpone any date fixed for any payment of principal of, or interest on, the Loans or any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder;
(e) change the definition of “Majority Banks” or “Required Banks” or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder;
(f) amend this Section 11.1; or
(g) reduce or limit the obligations of any Guarantor under the Loan Documents or release any Guarantor from its obligations under the Loan Documents; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Borrower Agent under any Loan Document. Notwithstanding anything to repay the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (whether and any amendment, waiver or not on a fixed dateconsent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, except that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment Commitment of any Defaulting Bank may not be increased or extended without the consent of such increase or Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank disproportionately adversely relative to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for affected Banks shall require the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction consent of such Lender’s Commitment Defaulting Bank. No failure or delay on the part of any Bank or the stated expiration date Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the application exercise of any payment, including other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as set forth in Section 2.12;
(v) waive a waiver of any right of any Bank or amend the Agent. No modification or waiver of any provision of Section 2.12(c) (Application of Payments during an Event of Default) this Agreement or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided the Note nor consent to any departure by the Borrower therefrom shall in Section 10.10any event be effective unless the same shall be in writing, release all and then such waiver or substantially all of consent shall be effective only in the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required specific instance and for the Lenders (purpose for which given. No notice to or demand on the Borrower in any subset thereof) case shall entitle the Borrower to take any action hereunder other or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” further notice or “Pro Rata Outstandings”;demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Requisite Lenders (or by the Applicable Administrative Agent and Agents with the Borrower or (B) grant a new Lien for the benefit consent of the Secured Parties or extend an existing Lien over additional propertyRequisite Lenders) and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, by the Borrowers, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, notwithstanding the foregoing, each Loan Document may be amended in accordance with its express terms; provided, further, that no amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender or Issuer directly affected thereby (or by the Administrative Agent Agents with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document[reserved];
(ii) [reserved];
(iii) increase the Commitment of such Lender (it being agreed that a waiver of any condition precedent or subject such Lender to the waiver of any additional obligationDefault, Event of Default or mandatory prepayment and any increase in Active Revolving Commitments occurring as a result of the Tranche B Funding Date or the Tranche D Funding Date will not constitute a Commitment increase under this clause (iii));
(iiiiv) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate on, or scheduled final maturity of any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) or any fee or accrued interest Reimbursement Obligation payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; providedwaive, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive reduce or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole payment or in part, reduction of principal of or interest on any such Loan or fee owing to such Lender Reimbursement Obligation or for the reduction of such Lender’s Commitment (it being agreed that (A) a waiver of any condition precedent or the stated expiration date waiver of any Letter Default, Event of Credit beyond the Revolving Credit Termination Date; providedDefault or mandatory prepayment will not constitute an extension, that waiver, reduction or postponement under this clause (iv) does not apply to any change to mandatory prepaymentsand (B) the extension of the Tranche B Commitment Termination Date, including those required under Section 2.8, the Tranche C Commitment Termination Date or to the application Tranche D Commitment Termination Date may be effected with the consent of any payment, including as set forth in Section 2.12the Supermajority Lenders);
(v) waive reduce the principal amount of any Loan owing to such Lender or amend any provision of Section 2.12(cReimbursement Obligation payable to such Lender (in each case, other than by the payment or prepayment thereof) (Application it being agreed that a waiver of Payments during an any condition precedent or the waiver of any Default, Event of Default) Default or Section 2.12(d) mandatory prepayment will not constitute a reduction in the principal amount of any Loan under this clause (Application of Payments Generallyv));
(vi) except as reduce the rate or amount of interest on any Loan outstanding to such Lender or any Reimbursement Obligations outstanding or any fee payable hereunder to such Lender (provided that any waiver, amendment, consent to departure from or other modification of Section 7.18 shall be subject to the consent of the Supermajority Lenders but reduction of the percentage specified therein shall require the consent of each affected Lender); provided, however, that only the consent of the Requisite Lenders shall be necessary to waive any obligation of the Borrowers to pay interest or Letter of Credit Participation Fees at the default rate set forth in Section 10.102.7(i), 2.13(d) and Section 2.15(c)(ii), respectively;
(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender (it being agreed that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment will not constitute a postponement under this clause (vii));
(viii) (x) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or (y) change the percentage of Lenders required for any or all Lenders to take any action hereunder;
(x) release all or substantially all of the Collateral except as provided in Section 10.7(b)(i), (y) release a Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or (z) release any Guarantor from its guaranty Guarantee or its obligations under the Pledge and Security Agreement except (I) in connection with the sale or other disposition of such Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) and (II) in connection with any other transaction permitted pursuant to this Agreement in which such Subsidiary Guarantor ceases to be a Guarantor (including, without limitation, in connection with any transaction permitted pursuant to Section 8.6 and in connection with the designation of any Obligation Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Agreement); provided, however, that notwithstanding the foregoing clause (z), each of the Borrower;
following may be released: (viix) reduce or increase any Immaterial Guarantor with the proportion consent of Lenders each Administrative Agent, (y) any other Guarantor that ceases to be a Subsidiary of the Parent as the result of a transaction permitted hereunder and (z) with the consent of each Administrative Agent, any Guarantor that, as a result of its status as a Guarantor, would be required for the Lenders (or any subset thereof) to take any action hereunder that at such time (I) is prohibited by (A) any Governmental Authority with authority over such Guarantor or change (B) applicable law, (II) requires the definition consent of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” a Governmental Authority that has not been obtained or “Pro Rata Outstandings”;(III) is not within such Guarantor’s legal capacity or authority; or
Appears in 2 contracts
Samples: Credit Agreement (McDermott International Inc), Superpriority Senior Secured Credit Agreement (McDermott International Inc)
Amendments, Waivers, Etc. (a) No amendment Except as may be otherwise specifically set forth in this Agreement or waiver of the other Loan Documents, neither this Agreement nor any other Loan Document nor any provision of any Loan Document (other than the Fee Letter) hereof or thereof may be amended, modified, waived, discharged or terminated, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower from any provision hereof or (B) grant thereof may be given, except in a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent writing signed by the Required Lenders Lenders; provided, however, that:
(a) no such amendment, modification, waiver, discharge, termination or by the Administrative Agent with consent shall, without the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender holding Obligations directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the or rate of interest rate on, any Loan, or reduce any fees or other monetary Obligations (other than fees payable to the Agent for its own account) or any obligation monetary obligations of any Person now or hereafter primarily or contingently liable with respect to the Borrower to repay Obligations or (whether or not on a ii) extend any date fixed date)for any payment of principal, any outstanding Loan owing to such Lender interest (excluding mandatory prepayments), (B) any fee or accrued other than additional interest payable to such Lender or (Cunder SECTION 2.6(B) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default Default), fees (other than fees payable to the Agent for its own account) or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinother monetary Obligations;
(ivb) no such amendment, modification, waiver, discharge, termination or consent shall, without the consent of all Lenders, (i) increase the Commitments of any Lender (it being understood that a waiver of any Default or Event of Default or of any mandatory reduction in the Total Commitment shall not constitute such an increase), (ii) change the definition of "Required Lenders" or otherwise change the number or percentage of Lenders that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder, (iii) amend, modify or waive any of the provisions for extending, or take action to extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the paymentterm of the Facility, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(cthis Section, (v) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral Collateral, (vi) release all or any Guarantor from its guaranty of any Obligation substantially all of the Borrower;
Guarantors from their obligations under the Guaranty Agreement or (vii) reduce consent to the assignment or increase transfer by the proportion Borrower, or by any other Person now or hereafter primarily or contingently liable with respect to the Obligations, of Lenders required for the Lenders (any of its rights and obligations under this Agreement or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”other Loan Documents; and
(c) no provision relating to the rights or obligations of the Agent or Issuing Bank under this Agreement or any of the other Loan Documents may be amended, “Required Revolving Credit Lenders”modified or waived without the consent of the Agent or Issuing Bank, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;as applicable.
Appears in 2 contracts
Samples: Loan Agreement (American Oncology Resources Inc /De/), Loan Agreement (American Oncology Resources Inc /De/)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no ------------------------ discharge or termination of, or consent to any departure by the Borrower or Holdings from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that -------- ------- no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision reduce or forgive the principal amount of any Loan Document;
Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Agent for its own account), or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than additional interest payable under Section 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Agent for its own account) or fee owing any other Obligations;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such Lender an increase), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), (viii) waive release Holdings from its obligations under Article IX; or amend (iv) change any provision of Section 2.12(c) (Application of Payments during an Event of Default) 2.15 or Section 2.12(d) (Application of Payments Generally);this Section; and
(vic) except unless agreed to by the Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations the Agent, as applicable, hereunder or under any of the Collateral other Credit Documents; and provided further that the Fee Letter may be amended or modified, and any Guarantor from its guaranty of any Obligation of -------- ------- rights thereunder waived, in a writing signed by the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Markel Holdings Inc), Credit Agreement (Markel Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee LetterLetters, the Control Agreements, the L/C Reimbursement Agreements and the Secured Hedging Agreements, the amendment of which shall be determined by the terms thereof) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any amendment necessary to implement the terms of a Facility Increase in accordance with the terms hereof, by the Borrower and the Administrative Agent and (4) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2), (3) or (4) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1; and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to the Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the definition of the term “Required Lender” shall require the consent of the Required Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 2 contracts
Samples: Credit Agreement (Assisted Living Concepts Inc), Credit Agreement (Assisted Living Concepts Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentThe Agent may, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the prior written consent of the Required LendersMajority Banks, from time to time (i) enter into written amendments, supplements or modifications hereto; and (ii) at the Borrower; providedrequest of the Borrower execute and deliver to the Borrower a written instrument waiving prospectively or retrospectively, that no amendmenton such terms and conditions as the Agent may specify in such instrument, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the followingrequirements of this Agreement Provided that:
(i) no such waiver and no such amendment, supplement or modification shall, without the prior written consent of all the Banks, amend, modify or waive any condition specified of the provisions contained in Section 3.1, except any condition referring to any other provision this Agreement which would have the effect of:
(a) reducing the Applicable Margin; or
(b) reducing the amount of any Loan Documentsums due from the Borrower hereunder; or
(c) increasing the Available Commitment of any Bank; or
(d) extending the Final Repayment Date or changing the amount repayable by the Borrower on any Repayment Date; or
(e) changing the definition of Majority Banks or Special Majority Banks; or
(f) changing this Clause 30.16; or
(g) reducing the L/C Commission payable pursuant to Clause 28.2; or
(h) amending or waiving any of the provisions of Clause 19.4 (Claims Pari Passu);
(ii) increase no such waiver and no such amendment, supplement or modification shall, without the Commitment prior written consent of such Lender the Special Majority Banks, amend, modify or subject such Lender to waive any additional obligation;of the provisions contained in this Agreement which would have the effect of:
(iiia) reduce (including through release, forgiveness, assignment amending or otherwise) (A) the principal amount of, the interest rate on, or waiving any obligation of the Borrower to repay provisions of Clauses 19.5 (whether or not on a fixed dateObligations under Relevant Documents), 19.6 (Obligations under DBFO Contract and Lease) and 21.1 (Negative Pledge); or
(b) amending or waiving any outstanding Loan owing to such Lender of the provisions of Clauses 21.5 (excluding mandatory prepaymentsAbandonment), 21.6 (B) Termination etc of DBFO Contract or Construction Contract), 21.13 (The Borrower's Business), and 21.14 (Avoidance of Insurances), and provided further that any fee amendment, supplement or accrued interest payable to such Lender modification which would affect the rights or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation obligations of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from Agent hereunder shall require its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;prior written consent.
Appears in 2 contracts
Samples: Facility Agreement (Macquarie Infrastructure CO Trust), Facility Agreement (Macquarie Infrastructure Assets Trust)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1w) in the case of an amendment, consent or waiver amendment to (A) cure any ambiguity, omission, defect or inconsistency, signed by the Administrative Agent and the Borrower or Borrower, (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders), (y) in the case of any amendment necessary to implement the terms of a Term Facility Increase in accordance with the terms hereof, by the Borrower and the Administrative Agent and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2
(b) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring to any other based upon another provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount ofhereof, the interest rate on, or any obligation waiver of which requires only the concurrence of the Borrower to repay (whether or not on a fixed date)Requisite Lenders and, any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation in the case of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth conditions specified in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;3.1
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with or the consent of such LenderArranger for their own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Maturity Date or any obligation of other scheduled date for the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or (including any scheduled date for the mandatory reduction or termination of such Lender’s Commitment any Commitments), any interest on any Loan, any fees (other than fees payable to the Administrative Agent or the stated expiration date Arranger for their own account) or any other Obligations, or (iii) increase or extend any Commitment of any Letter Lender (it being understood that a waiver of Credit beyond any condition precedent set forth in SECTION 3.2 or of any Default or Event of Default or mandatory reduction in the Revolving Credit Termination DateCommitments, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase); providedand
(b) unless agreed to by all of the Lenders, (i) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), or (vii) waive or amend change any provision of Section 2.12(c) (Application of Payments during an Event of Default) SECTION 2.15 or Section 2.12(d) (Application of Payments Generally);
(vi) except as this SECTION 10.6; and provided further that the Fee Letter may be amended or modified, and any rights thereunder waived, in Section 10.10, release all or substantially all of a writing signed by the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Alleghany Corp /De), Credit Agreement (Alleghany Corp /De)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements and the Secured Hedging Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;; CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), or (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or increase, (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereintherein or (z) any change to mandatory prepayments, including those required under Section 2.8;
(iv) extend, waive or postpone any scheduled maturity date Term Loan Maturity Date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change waiver or postponement to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.10 (Sharing of Payments) or this Section 11.1; and provided, further, that (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof) or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedging Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by the Administrative Agent or an Affiliate thereof, the Administrative Agent. CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Medical Staffing Network Holdings Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Purchasers and the BorrowerIssuer; provided, however, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender Purchaser directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligationreserved;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower Issuer to repay (whether or not on a fixed date), any outstanding Loan Note owing to such Lender (excluding mandatory prepayments)Purchaser, or (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement ObligationPurchaser; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V 5 or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan Note or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DatePurchaser; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.82.6, or to the application of any payment, including as set forth in Section 2.122.9;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation obligations of the BorrowerIssuer;
(viivi) reduce or increase the proportion of Lenders Purchasers required for the Lenders Purchasers (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan LendersPurchasers”, “Pro Rata Share” or “Pro Rata Outstandings”; or
(vii) amend Section 10.9 (Sharing of Payments) or this Section 10.1;
(viii) and provided, further, that no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, any SPV that has been granted an option pursuant to Section 10.2(f) unless in writing and signed by such SPV in addition to any signature otherwise required and (z) the consent of the Issuer shall not be required to change any order of priority set forth in Section 2.9 other than Section 2.9(a).
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Princeton Review Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
: (i) waive any condition specified in Section 3.13.1 (Conditions Precedent) except with respect to a condition based upon another provision hereof, except any condition referring the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1(Conditions Precedent), subject to any other provision the provisions of any Loan Document;
Section 3.2 (Determinations of Initial Borrowing Conditions); (ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
; (iii) extend the scheduled final maturity of any Term Loan owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal or interest of any such Term Loan or fees owing to such Lender (including through release, forgiveness, assignment or otherwiseit being understood that Section 2.6 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment); (Aiv) reduce the principal amount of, the interest rate on, or of any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Term Loan owing to such Lender (excluding mandatory prepaymentsother than by the payment or prepayment thereof), ; (Bv) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation reduce the rate of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Term Loan or fee outstanding and owing to such Lender or for the reduction of any fee payable hereunder to such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, postpone any scheduled date fixed for payment of such interest or fees owing to such Lender; (vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder; (viii) release all or substantially all of the Collateral except as provided in Section 7.8 (Release of Collateral) or release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Subsidiary Guarantor from its guaranty obligations under the Subsidiary Guaranty except in connection with the sale or other disposition of any Obligation a Subsidiary Guarantor (or all or substantially all of the Borrower;
(viiassets thereof) reduce or increase the proportion of Lenders required for the Lenders permitted by this Agreement (or any subset thereofpermitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or (ix) to take any action hereunder amend Section 7.8 (Release of Collateral), Section 8.7 (Sharing of Payments, Etc.), this Section 8.1 or change the either definition of the terms “Required "Requisite Lenders”" or "Ratable Portion"; provided, “Required Revolving Credit Lenders”further, “Required Term that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Lenders”Documents; and provided, “Pro Rata Share” further, that the Administrative Agent may, with the consent of the Borrower, amend, modify or “Pro Rata Outstandings”;supplement this Agreement or any other Loan Document (x) to cure any typographical error, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (y) to provide for the assumption of the Borrower's obligations under the Loan Documents by a successor to the Borrower pursuant to Section 5.17 (Merger, Consolidation, or Sale of Assets) or (z) to make any change that would provide additional rights or benefits to the Lenders or that would not adversely affect the legal rights of any Lender under the Loan Documents. SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC.
(b) The Administrative Agent and the Collateral Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances..
Appears in 1 contract
Samples: Second Lien Credit Agreement (Amkor Technology Inc)
Amendments, Waivers, Etc. With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (awhich, for the avoidance of doubt, shall require the prior written consent of the Borrower) No amendment and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in addition to the receipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other CHAR1\1889946v5 Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower Borrower) if the same (x) does not adversely affect the rights of any Lender or (By) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, is not objected to in writing by the Collateral Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (2) in as so amended or amended and restated, as the case may be), the Commitments of any such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent by effected in accordance with this Section 11.1 shall be binding upon each Person that is at the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) time thereof a Lender and the Borrower; provided, each Person that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such subsequently becomes a Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
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Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no ------------------------- discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, -------- ------- modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender holding or owed Obligations directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender reduce or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) forgive the principal amount of, the or rate of interest rate on, any Loan, or reduce or forgive any obligation of fees or other Obligations (other than fees payable to the Borrower to repay (whether or not on a fixed dateAdministrative Agent for its own account), or (ii) extend any outstanding date (including the Maturity Date) fixed for the payment of any principal of or interest on any Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued other than additional interest payable to such Lender or (Cunder Section 2.6(b) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default Default), any fees (other than fees payable to the Administrative Agent for its own account) or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinother Obligations;
(ivb) extendunless agreed to by all of the Lenders, waive (i) increase or postpone extend the Commitment of any scheduled maturity date Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase or other scheduled date fixed extension), (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the payment, in whole Lenders or in part, any of principal of them to take or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Administrative Agent to the application of take or approve, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), or (viii) waive or amend change any provision of Section 2.12(c) (Application of Payments during an Event of Default) 2.13 or this Section 2.12(d) (Application of Payments Generally);10.6; and
(vic) except unless agreed to by the Administrative Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the rights or substantially all obligations of the Collateral Administrative Agent hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce other Credit Documents; and provided further that the Fee Letter and any Hedge Agreement to which any -------- ------- Lender is a party may be amended or increase modified, and any rights thereunder waived, in a writing signed by the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
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Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan DocumentRequisite Lenders, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring 3.1 (Conditions Precedent to any other provision Initial Loans and Letters of Credit) or Section 3.2(b) or (c) (Conditions Precedent to Each Loan and Letter of Credit) (it being understood that the making of any Loan Documentduring the continuance of an Event of Default under Section 9.1(a) or (b) (Events of Default) affects each Lender), except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders;
(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation; provided, however, that, except as provided in Section 2.19 (Facility Increase), any such increase in the Revolving Credit Commitment shall require the consent of all Lenders;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate on, or scheduled final maturity of any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender Lender, or waive (excluding mandatory prepaymentsincluding any waiver of the maturity of the Loans held by any Non-Extending Lender), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive reduce or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole payment or in part, reduction of principal of or interest on any such Loan or fee owing to such Lender (it being understood that Section 2.9 (Mandatory Prepayments)) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the 's Revolving Credit Termination Date; provided, that this clause Commitment;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to reduce the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligations outstanding to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) postpone any scheduled date fixed for payment of such interest or fees owing to such Lender;
(vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(viii) increase the Advance Rate in respect of any Borrowing Base Asset or add any new category of Borrowing Base Asset to the Borrowing Base or change or modify the definition of any category of Borrowing Base Assets (other than to make any change the effect of which is to make a ministerial clarification of such definition);
(ix) release a material amount of the Collateral except as provided in Section 10.10, 10.7(b) or release the Borrower from its payment obligation to such Lender under this Agreement or the Revolving Credit Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with sale or other disposition of a Guarantor (or all or substantially all of the Collateral assets thereof) permitted by this Agreement (or any Guarantor from its guaranty permitted pursuant to a waiver or consent of any Obligation of the Borrower;a transaction otherwise prohibited by this Agreement); or
(viix) reduce amend Section 10.7(b), this Section 11.1 (Amendments, Waivers, Etc.) or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the either definition of the terms “Required "Requisite Lenders”" or "Ratable Portion"; and provided, “Required further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents.
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination (a "Proposed Change") requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 (Amendments, Waivers, Etc.) being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's request, each other Lender shall have a right to purchase its pro rata share of such Non-Consenting Lender's Revolving Credit Lenders”Commitment and Revolving Credit Outstandings, “Required Term Loan Lenders”and if such Lenders do not purchase all of such Non-Consenting Lender's Revolving Credit Commitment or Revolving Credit Outstandings, “Pro Rata Share” an Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non- Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender acting as the Administrative Agent or “Pro Rata Outstandings”;such Eligible Assignee, all of the Revolving Credit Commitments, and Revolving Credit Outstandings of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto and all other amounts through the date of sale, provided, however, that such purchase and sale shall not be effective until the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Revolving Credit Note (if the assigning Lender's Loans are evidenced by a Revolving Credit Note) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements and the L/C Reimbursement Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligationincrease in Commitments or funding obligations;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase (including any waiver of default interest under Section 2.9(c) which shall only require the consent of the Required Lenders) or (y) any modification to any the financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor the value of all or substantially all of the Guarantors from its their guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, ,” “Pro Rata Share” or “Pro Rata Outstandings”;; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments, Etc.) or this Section 11.1; and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders and (C) any amendment, waiver or consent to any provision of this Agreement (including Section 2.12 and Section 11.9) that permits the Borrower or any of its Affiliates to purchase Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.2 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required Lenders rather than the prior written consent of each Lender directly affected thereby, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedging Agreements resulting in such Obligations becoming junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in accordance with the terms hereof and the terms of any other Loan Document), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by GE Capital or an Affiliate thereof, GE Capital. Notwithstanding anything to the contrary herein, no Permitted Investor that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents. In addition, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Required Lenders to (A) add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the outstanding principal and accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (B) include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
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Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1x) in the case of an amendment, consent or waiver amendment to (A) cure AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. any ambiguity, omission, defect or inconsistency, signed by the Administrative Agent and the Borrower or Borrower, (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2y) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Effectiveness) or Section 3.2(b) (Conditions Precedent to Each Revolving Loan, Letter of Credit and Delayed Draw Term Loan), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision Effectiveness), subject to the provisions of any Loan DocumentSection 3.3 (Determinations of Conditions Precedent to Effectiveness);
(ii) increase the Revolving Credit Commitment and/or the Delayed Draw Term Commitment of such Lender or subject such Lender to any additional obligation; provided, however, that any such increase with respect to (A) the aggregate Revolving Credit Commitment shall require the consent of each of the Lenders and (B) the aggregate Delayed Draw Term Commitments shall require the consent of each of Lenders;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.8 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause 's Commitment;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release the Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligation outstanding and owing to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) except as provided in Section 10.10, postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such scheduled payment;
(vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(viii) release all or substantially all of the Collateral except as provided in Section 10.8(b) (Collateral and Guarantee Matters) or any release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release the Guarantor from its guaranty of any Obligation of obligations under the Borrower;Guaranty; or AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc.
(viiix) reduce or increase the proportion amend Section 10.8(b) (Collateral and Guarantee Matters), Section 11.7 (Sharing of Lenders required for the Lenders (Payments, Etc.), this Section 11.1 or any subset thereof) to take any action hereunder or change the definition of the terms “Required "Requisite Lenders”"; "Requisite Delayed Draw Term Lenders", “Required "Requisite Revolving Credit Lenders”" or "Ratable Portion"; and provided, “Required further, that (A) any modification of the application of payments to the Delayed Draw Term Loans pursuant to Section 2.8 (Mandatory Prepayments) shall require the consent of the Requisite Delayed Draw Term Lenders, (B) any modification of the application of payments to the Revolving Loans pursuant to Section 2.8 (Mandatory Prepayments) shall require the consent of the Requisite Revolving Credit Lenders, (C) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(e) (Assignments and Participations), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder and (D) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Lenders”Documents; and provided, “Pro Rata Share” further, that the Administrative Agent may, with the consent of the Borrower, amend, modify or “Pro Rata Outstandings”;supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer.
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Amendments, Waivers, Etc. (a) No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) Document, and no consent to any departure by the Borrower or any other Loan Party therefrom therefrom, shall be effective unless the same shall be in writing signed by the Required Lenders and signed (1) in the Borrower or the applicable Loan Party, as the case of an amendmentmay be, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, and acknowledged by the Administrative Agent and each such waiver or consent shall be effective only in the Borrower or (B) grant a new Lien specific instance and for the benefit of the Secured Parties or extend an existing Lien over additional propertyspecific purpose for which given; provided, by the Collateral Agent and the Borrower and (2) in the case of any other that no such amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i1) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) extend or increase the Commitment of such any Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated final expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(2) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest with respect to any Loan or Letter of Credit or with respect to any fees payable under Section 2.11(2) without the written consent of each Lender directly and adversely affected thereby, it being understood that (a) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and (b) the agreement, consent or waiver by the Required Revolving Credit Termination DateLenders of interest or unused commitment fees as set forth in the paragraph immediately succeeding the table in the definitions of “Applicable Rate” and “Applicable Commitment Fee” in Section 1.01 shall not constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of interest or any payment of fees;
(3) reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit, or (subject to clause (iii) of the second proviso of this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definitions of Total Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest and the agreement, consent or waiver by the Required Revolving Lenders of interest or unused commitment fees as set forth in the paragraph immediately succeeding the table in the definitions of “Applicable Rate” and “Applicable Commitment Fee” in Section 1.01 shall not constitute a reduction in the rate of interest specified herein or any fees or other amounts payable hereunder or under any other Loan Document; provided, that this clause (iva) does not apply only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” and (b) only the consent of the Required Lenders or, with respect to any change Default Rate payable pursuant to mandatory prepaymentsthe paragraph immediately succeeding the table in the definition of “Applicable Rate” in Section 1.01, including those required under Section 2.8, the Required Revolving Lenders with respect to the Revolving Loans shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate or to waive any obligation of the application Borrower to pay interest at the Default Rate;
(4) change any provision of any payment, including this Section 11.01 (except as expressly set forth in Section 2.12the immediately following paragraph) or the definition of “Required Lenders”, “Required Facility Lenders” or “Pro Rata Share” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of each Lender or change the definition of “Required Revolving Lenders” without the consent of each Revolving Lender;
(v5) waive or amend any provision of other than in a transaction permitted under Section 2.12(c) (Application of Payments during an Event of Default) 7.04 or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.107.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(6) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guaranty or all or substantially all of the Guarantors, without the written consent of each Lender; or
(7) modify Section 2.15 or 9.03 without the written consent of each Lender directly and adversely affected thereby. provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of, or any Guarantor from its guaranty fees or other amounts payable to, the Issuing Bank under this Agreement, any Issuance Notice or any other Loan Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of, or any Obligation fees or other amounts payable to, the Swing Line Lender under this Agreement or any other Loan Document;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Loan Document;
(v) Section 11.07(7) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;
(vi) the consent of the BorrowerRequired Revolving Lenders or Required Facility Lenders, as applicable, shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment affects other Facilities;
(vii) reduce or increase the proportion consent of Lenders required for the Required Revolving Lenders (or any subset thereofbut without the consent of other Lenders, including the Required Lenders) shall be required (x) to take amend, waive or otherwise modify any action hereunder or change provision of the paragraph immediately succeeding the table in the definition of “Applicable Rate” in Section 1.01 which provides for an agreement, consent or waiver by the Required Revolving Lenders and (y) to amend, modify or waive any condition precedent set forth in Section 4.02 with respect to making Revolving Loans, Swing Line Loans or the issuance of Letters of Credit;
(viii) no Lender or Issuing Bank consent is required to effect any amendment or supplement to the Intercreditor Agreements or any other intercreditor agreement that is (A) for the purpose of adding the holders of Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms “of the Intercreditor Agreements or such other intercreditor agreement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (B) expressly contemplated by the Intercreditor Agreements or any other intercreditor agreement;
(ix) the consent of the Administrative Agent (but without the consent of other Lenders, including the Required Lenders) shall be required to amend, waive or otherwise modify the Fee Letter; and
(x) the consent of the Administrative Agent and the Borrower (but without the consent of other Lenders, including the Required Lenders) shall be required to amend, waive or otherwise modify the Loan Documents to reflect the additional appointment of arrangers, bookrunners, agents or similar titles, which for the avoidance of doubt may be effectuated as a supplement to this Agreement. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Facility Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided, “Required Revolving Credit Lenders”that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, “Required Term (b) the All-In Yield with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms and conditions (other than with respect to pricing, premiums and optional prepayment or redemption terms) applicable to such Replacement Loans shall be substantially identical to, or (taken as a whole as determined by the Borrower in its reasonable judgment) are no more favorable to the lenders or holders providing such Replacement Loans than those applicable to the Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing (provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of Replacement Loans, together with a reasonably detailed description of the material terms and conditions of such Replacement Loans or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (d) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). In addition, notwithstanding anything to the contrary contained in this Section 11.01, no amendment, modification or waiver of this Agreement or any Loan Lenders”Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), “Pro Rata Share” in each case in a manner materially adverse to any Hedge Bank or “Pro Rata Outstandings”;any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable. In addition, notwithstanding anything to the contrary contained in this Section 11.01, the Guaranty, the Collateral Documents and related documents executed by the Borrower or the Restricted Subsidiaries in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, mistakes or defects or (iii) to cause such Guaranty, Collateral Document or other document to be consistent with this Agreement and the other Loan Documents.
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Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letterin accordance with its express terms) and no discharge or termination of, or consent to any departure by the Borrower from, any provision of this Agreement or any other Loan Party therefrom Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with at the consent request of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(a) unless agreed to by all of the Lenders, (i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the or rate of interest rate on, any Loan, or reduce any fees or other Obligations (other than fees payable to the Agent for its own account) or any obligation obligations of any other Person at any time primarily or contingently liable with respect to the Obligations, (ii) extend any date fixed for any payment of principal (including any scheduled date for mandatory reduction or termination of the Borrower to repay Commitments (whether or not on a fixed dateincluding the Facility Expiry Date)), any outstanding Loan owing to such Lender interest (excluding mandatory prepayments), (B) any fee or accrued other than additional interest payable to such Lender or (Cunder Section 2.6(b) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default Default), fees (other than fees payable to the Agent for its own account) or to any payment other Obligations, (iii) increase the Commitment of any Lender (it being understood that a waiver of any Event of Default shall not constitute such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
an increase), (iv) extendchange the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, waive or postpone any scheduled maturity date the number or other scheduled date fixed percentage of Lenders, that shall be required for the payment, in whole Lenders or in part, any of principal of them to take or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), (v) waive amend or amend modify any provision of this Section 2.12(c) (Application of Payments during an Event of Default) 10.7 or Section 2.12(d) (Application of Payments Generally);
(vi) except consent to the sale, assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any of the other Loan Documents; and
(b) unless agreed to by the Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the rights or substantially all obligations of the Collateral Agent hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce other Loan Documents; and provided further that the Fee Letter may be amended or increase modified, and any rights thereunder waived, in a writing signed by the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
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Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no ------------------------ discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, -------- ------- modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with the consent of such Lenderfor its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than additional interest payable under SECTION 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Administrative Agent for its own account) or fee owing to any other Obligations, or (unless such Letter of Credit has been fully cash collateralized or is backed by one or more letters of credit issued in favor of the Issuing Lender or for the reduction account of such Lender’s Commitment or the stated expiration Borrower on terms and by an issuer satisfactory to the Issuing Bank and the Administrative Agent) extend the expiry date of any Letter of Credit beyond the Revolving Credit Termination seventh day prior to the Maturity Date; provided;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase or extension), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take or approve, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), (v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(viiii) except as may be otherwise specifically provided in Section 10.10this Agreement or in any other Credit Document, release all or substantially all of the Collateral Collateral, release Parent or Holdings from the Parent Guaranty, or release any material Guarantor from its guaranty a Subsidiaries Guaranty, or (iv) change any provision of any Obligation SECTION 2.15 or this SECTION 11.6; and
(c) unless agreed to by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Borrower;
(vii) reduce Issuing Lender, the Swingline Lender or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action Administrative Agent, as applicable, hereunder or change the definition under any of the terms “Required Lenders”other Credit Documents; and provided further that the Fee Letter and any Interest Rate Protection -------- ------- Agreement to which any Lender is a party may be amended or modified, “Required Revolving Credit Lenders”and any rights thereunder waived, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;in a writing signed by the parties thereto.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment Neither this Agreement, any other Loan Document, nor any terms hereof or waiver thereof may be amended, supplemented or modified except in accordance with the provisions of any provision of any this Section 11.
1. The Required Lenders and each Loan Party party to the relevant Loan Document (other than may, or, with the Fee Letter) and no written consent to any departure by any Loan Party therefrom shall be effective unless of the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and each Loan Party party to the Borrower relevant Loan Document may, from time to time, (a) enter into written amendments, consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (Bb) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional propertywaive, by the Collateral Agent on such terms and the Borrower and (2) in the case of any other amendment, waiver or consent by conditions as the Required Lenders (or by the Administrative Agent Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that any such amendment or waiver to the terms and conditions of Section 5.1 shall be subject only to the consent of the Required Revolving Credit Lenders; provided, further, that no such waiver and no such amendment, consent, supplement or modification shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required LendersMajority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the Borrower; provided, that no amendment, consent financial covenant in this Agreement shall not constitute a reduction in the rate of interest or waiver described in fees for purposes of this clause (2i)) above shallor extend the scheduled date of any payment thereof, unless or increase the amount or extend the expiration date of any Lender’s Revolving Credit Commitment, in writing and signed by each case without the written consent of each Lender directly affected thereby thereby; (ii) eliminate or by reduce the Administrative Agent with voting rights of any Lender under this Section 11.1 without the written consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
; (iii) reduce (including through releaseany percentage specified in the definition of Required Lenders, forgiveness, consent to the assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of transfer by the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or of its rights and obligations under this Agreement and the other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10Documents, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation release all or substantially all of the Borrower;
Guarantors from their obligations under the Guaranty and Security Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.13 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vii) reduce amend, modify or increase waive any provision of Section 10.1 or any other provision of any Loan Document that affects the proportion Administrative Agent without the written consent of Lenders required for the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.3 without the written consent of the Swingline Lender; or (ix) amend, modify or waive any provision of Section 2.4 without the written consent of the L/C Issuer. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other 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 anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Incremental Facility Amendments in accordance with Section 2.21, and Extension Amendments in accordance with Section 2.22. Notwithstanding the foregoing, this Agreement may be amended (or any subset thereofamended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to take add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any action hereunder or change the definition determination of the Required Lenders and Majority Facility Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Agents, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or any portion of outstanding Term Loans or any tranche thereof (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms “applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. In addition, notwithstanding anything to the contrary contained herein, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing by the Required Lenders”Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on IntraLinks/IntraAgency with notice of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. reorganization, “Required Revolving Credit Lenders”arrangement, “Required Term Loan Lenders”insolvency or liquidation proceeding under any state bankruptcy or similar law, “Pro Rata Share” for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or “Pro Rata Outstandings”;expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Samples: First Lien Credit Agreement (SRAM International Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements and the Secured Hedging Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other amendment, waiver or consent consent, by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), or (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or increase, (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereintherein or (z) any change to mandatory prepayments, including those required under Section 2.8;
(iv) extend, waive or postpone any scheduled maturity date Term Loan Maturity Date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change waiver or postponement to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.10 (Sharing of Payments) or this Section 11.1; and provided, further, that (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof) or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under a Secured Hedging Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of Secured Hedging Agreement provided or arranged by the Administrative Agent or an Affiliate thereof, the Administrative Agent. AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Medical Staffing Network Holdings Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with the consent of such Lenderfor its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than additional interest payable under Section 2.8(c) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Administrative Agent for its own account) or fee owing any other Obligations;
(b) unless agreed to such Lender by all of the Lenders, (i) increase (except as provided pursuant to Section 2.20) or for the reduction of such Lender’s extend any Commitment or the stated expiration date of any Letter Lender (it being understood that a waiver of Credit beyond any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase), (ii) increase the Aggregate Revolving Commitments pursuant to Section 2.20 or otherwise to an aggregate amount in excess of $300,000,000, (iii) change the percentage of the Aggregate Revolving Commitments or of the aggregate unpaid principal amount of the Revolving Credit Termination Date; providedExposure, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of “Required Lenders”), or (viv) waive or amend change any provision of Section 2.12(c) (Application of Payments during an Event of Default) 2.15 or Section 2.12(d) (Application of Payments Generally)this Section;
(vic) except unless agreed to by the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents;
(d) unless agreed to by the Swingline Lender in Section 10.10addition to the Lenders required as provided hereinabove to take such action, release all affect the respective rights or substantially obligations of the Swingline Lender, as applicable, hereunder or under any of the other Credit Documents;
(e) unless agreed to by all of the Collateral Lenders, release the Borrower or limit the liability of the Borrower under this Agreement or any Guarantor from its guaranty other Credit Document; and
(f) unless agreed to by all of the Lenders, subordinate the Loans to any other Indebtedness; provided further that the Fee Letters may be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto; and provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent or the Swingline Lender without the prior written consent of such Person. Notwithstanding anything contained herein to the contrary, (x) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) this Agreement may be amended and restated without the consent of any Obligation Lender (but with the consent of the Borrower;
Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (viias so amended and restated), the Commitments of such Lender shall have been terminated by the Borrower (with the consent of the Administrative Agent), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding anything herein or otherwise to the contrary, any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) reduce until such time as such Event of Default is waived in writing in accordance with the terms of this Section notwithstanding (i) any attempted cure or increase other action taken by the proportion of Lenders required for the Lenders (Borrower or any subset thereofother Person subsequent to the occurrence of such Event of Default or (ii) to take any action hereunder taken or change omitted to be taken by the definition Administrative Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver in writing in accordance with the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;of this Section).
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Amendments, Waivers, Etc. (a) No amendment Except as otherwise expressly provided in this Agreement, any consent or waiver approval required or permitted by this Agreement may be given, and any term of this Agreement or of any provision of any Loan Document (other than instrument related hereto or mentioned herein may be amended, and the Fee Letter) and no consent to any departure performance or observance by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case Guarantors of any terms of this Agreement or such other amendmentinstrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, waiver or consent by but only with, the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) and . Notwithstanding the Borrower; providedforegoing, that no amendment, none of the following may occur without the written consent or waiver described in clause (2) above shall, unless in writing and signed by of each Lender directly affected thereby thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction or by waiver of default interest); (b) an increase in the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any amount of the following:
Commitments of the Lenders (iexcept as provided in §2.11 and §18.1); (c) waive any condition specified in Section 3.1a forgiveness, except any condition referring to any other provision reduction or waiver of the principal of any unpaid Loan Document;
or any interest thereon (iiother than a reduction or waiver of default interest) increase or fee payable under the Commitment Loan Documents; (d) a change in the amount of such any fee payable to a Lender or subject such Lender to any additional obligation;
hereunder; (iii) reduce (including through release, forgiveness, assignment or otherwise) (Ae) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment postponement of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, any payment of principal of or interest on the Loan; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any Loan or fee owing payments to such Lender or for the reduction of such Lender’s Commitment Lenders or the stated expiration date Agent; (h) the 114 release of the Borrower, any Collateral or any of the Guarantors, except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any Letter requirement for consent by all of Credit beyond the Revolving Credit Termination DateLenders; provided, that (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this clause §27; (ivl) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application an amendment of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application this Agreement or the Loan Documents which requires the approval of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral Lenders or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion Required Lenders to require a lesser number of Lenders required for the Lenders to approve such action; or (or any subset thereofm) to take any action hereunder or change an amendment of the definition of Change of Control or waiver of any Change of Control. The provisions of §14 may not be amended without the written consent of the Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms “Required requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders”, “Required Revolving Credit Lenders”except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, “Required Term amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Lenders”Documents as reasonably may be requested by KeyBank and KCM in connection with the syndication of the Loan, “Pro Rata Share” provided that no such amendment or “Pro Rata Outstandings”;modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Term Loan Agreement (Condor Hospitality Trust, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any Loan Document (other than the Fee Letter) Transaction Document, and no consent to any departure by any Loan Party therefrom the Borrower therefrom, shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, executed by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendmentRequired Lenders, waiver or consent and acknowledged by the Required Lenders (Agent, or by the Administrative Borrower and the Agent with the consent of the Required Lenders) , and each such waiver or consent shall be effective only in the Borrowerspecific instance and for the specific purpose for which given; provided, provided that no such amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive extend or increase any Loan Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition specified precedent set forth in Section 3.1, except 3 or the waiver of any condition referring to any other provision Default shall not constitute an extension or increase of any Loan DocumentCommitment of any Lender);
(ii) increase reduce the Commitment principal of, or rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Transaction Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the definition of “Default Rate” or to waive the obligation of the Borrower to pay interest at the Default Rate or (y) to amend the Financial Covenant, even if the effect of such Lender amendment would be to reduce the rate of interest on any Loan or subject such Lender other Obligation or to reduce any additional obligationfee payable hereunder);
(iii) postpone any date scheduled for any payment of principal of, or interest on, any Loan, or any fees or other amounts payable hereunder or under any other Transaction Document, or reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, waive or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of excuse any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinpayment, without the written consent of each Lender directly and adversely affected thereby;
(iv) extend, waive change Section 2(j) or postpone any scheduled maturity date or other scheduled date fixed for Section 2(n) in a manner that would alter the payment, in whole or in part, pro rata sharing of principal payments required thereby without the written consent of or interest on any Loan or fee owing to such each Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12directly and adversely affected thereby;
(v) waive or amend any provision condition set forth in Section 3(a) without the written consent of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);each Lender; or
(vi) except as provided change any provision of this Section or the percentage in Section 10.10, release all or substantially all the definition of the Collateral “Required Lenders” or any Guarantor from its guaranty of any Obligation of other provision hereof specifying the Borrower;
(vii) reduce number or increase the proportion percentage of Lenders required for to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Transaction Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders (required above. In addition, notwithstanding anything in this Section to the contrary, if the Agent and the Borrower shall have jointly identified an obvious error or any subset thereof) to take error or omission of a technical nature, in each case, in any action hereunder or change the definition provision of the terms “Transaction Documents, then the Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Transaction Document if the same is not objected to in writing by the Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Lenders to the Agent within ten (10) Business Days following receipt of notice thereof.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision reduce or forgive the principal amount of any Loan Document;
Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Agent for its 83 90 own account), or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Maturity Date or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than additional interest payable under SECTION 2.8(B) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Agent for its own account) or fee owing to such Lender any other Obligations or for extend the reduction of such Lender’s Commitment or the stated expiration expiry date of any Letter of Credit beyond the Revolving Credit Termination seventh day prior to the Maturity Date; provided;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), (v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(viiii) except as may be otherwise specifically provided in Section 10.10this Agreement or in any other Credit Document, release all or substantially all of the Collateral or release any Subsidiary Guarantor from its guaranty obligations under the Subsidiary Guaranty, or (iv) change any provision of any Obligation SECTION 2.15 or this Section; and
(c) unless agreed to by the Issuing Lender, the Swingline Lender or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Borrower;
(vii) reduce Issuing Lender, the Swingline Lender or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action Agent, as applicable, hereunder or change the definition under any of the terms “Required Lenders”other Credit Documents; and provided further that the Fee Letter and any Hedge Agreement to which any Lender is a party may be amended or modified, “Required Revolving Credit Lenders”and any rights thereunder waived, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;in a writing signed by the parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Lason Inc)
Amendments, Waivers, Etc. (a) No amendment Except as may be otherwise specifically set forth in this Agreement or waiver of the other Loan Documents, neither this Agreement nor any other Loan Document nor any provision of any Loan Document (other than the Fee Letter) hereof or thereof may be amended, modified, waived, discharged or terminated, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower from any provision hereof or (B) grant thereof may be given, except in a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent writing signed by the Required Lenders Lenders; provided, however, that:
(a) no such amendment, modification, waiver, discharge, termination or by the Administrative Agent with consent shall, without the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender holding Credit Obligations directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the or rate of interest rate on, any Loan, or reduce any fees or other Credit Obligations (other than fees payable to the Agent for its own account) or any obligation obligations of any Person now or hereafter primarily or contingently liable with respect to the Borrower to repay Credit Obligations or (whether or not on a ii) postpone any date fixed date)for any payment of principal, any outstanding Loan owing to such Lender interest (excluding mandatory prepayments), (B) any fee or accrued other than additional interest payable to such Lender or (Cunder SECTION 2.6(B) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default Default), fees (other than fees payable to the Agent for its own account) or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinother Credit Obligations;
(ivb) no such amendment, modification, waiver, discharge, termination or consent shall, without the consent of all Lenders, (i) increase the Commitments of any Lender (it being understood that a waiver of any Default or Event of Default or of any mandatory reduction in either Total Commitment shall not constitute such an increase), (ii) change the definition of "Required Lenders" or otherwise change the number or percentage of Lenders that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder, (iii) amend, modify or waive any of the provisions for extending, or take action to extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, term of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; providedFacility or Term Loan Facility, that this clause (iv) does not apply affect the obligation of the Lenders having Revolving Credit Commitments to any change to mandatory prepaymentsbecome L/C Participants, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
this SECTION 10.8, (vi) except as provided in Section 10.10, release all or substantially all of the Collateral or (vii) consent to the assignment or transfer by the Borrower, or by any Guarantor from its guaranty other Person now or hereafter primarily or contingently liable with respect to the Credit Obligations, of any Obligation of its rights and obligations under this Agreement or any of the Borrowerother Loan Documents;
(viic) reduce no provision relating to the rights or increase obligations of the proportion of Lenders required for Swingline Lender or the Lenders (Issuing Bank under this Agreement or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”other Loan Documents may be amended, “Required Revolving Credit Lenders”modified or waived without the consent of such Person; and
(d) no provision relating to the rights or obligations of the Agent under this Agreement or any of the other Loan Documents may be amended, “Required Term Loan Lenders”, “Pro Rata Share” modified or “Pro Rata Outstandings”;waived without the consent of the Agent.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements, the L/C Reimbursement Agreements, the Secured Hedging Agreements and the Secured Treasury Services Agreements and any other Loan Document executed pursuant to any of the foregoing) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), (3) in the case of any amendment necessary to implement an Incremental Term Loan Facility in accordance with Section 2.19 (including any increase in the Applicable Margin applicable to existing Term Loans that becomes effective on the date on which any Incremental Term Loan Amendment becomes effective), by the Borrower, each Increasing Lender, each New Lender and the Administrative Agent and (4) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (4) above shall, unless in writing and signed by each Lender directly affected thereby (other than, except with respect to following clauses (ii) and (iii), a Defaulting Lender) (or by the Administrative Agent with the consent of each such Lender) (with Obligations being directly affected in the case of following clauses (i), (ii), (iii) and (iv)), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to or waiver of mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, (x) release all or substantially all of the Collateral Collateral, or any Guarantor from its guaranty release all or substantially all of the value of the Guaranties, (y) consent to the assignment or transfer by the Borrower of any Obligation of its rights or obligations under the Loan Documents, or (z) consent to the assignment or transfer by any other Loan Party (other than the Borrower) of any of its rights or obligations under the Loan Documents (excluding any assignment pursuant to any intercompany transactions otherwise permitted by the terms of this Agreement);
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;; or
(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1; and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to, (1) the Term Loans shall require the consent of the Required Term Loan Lenders and (2) the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the definition of the term “Required Term Loan Lenders” shall require the consent of the Term Loan Lenders, (C) any change to the definition of the term “Required Revolving Credit Lenders” shall require the consent of the Revolving Credit Lenders, and (D) any change to the definition of the term “Majority Lenders” shall require the consent of the Majority Lenders of the respective Tranche affected thereby, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by, as the case may be, the Administrative Agent, the Swingline Lender, such L/C Issuer or such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12(c) or (d). No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedging Agreements or Secured Treasury Services Agreements resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty or any Secured Treasury Services Creditor being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty or any Secured Treasury Services Creditor, as the case may be, shall be effective without the written consent of such Secured Hedging Counterparty or such Secured Treasury Services Creditor, as the case may be, or, in the case of a Secured Hedging Agreement provided or arranged by the Administrative Agent or an Affiliate thereof, the Administrative Agent. It is understood and agreed that the rights and benefits of any Secured Hedging Counterparty or any Secured Treasury Services Creditor under the Loan Documents consist exclusively of such Secured Hedging Counterparty’s or such Secured Treasury Service Creditor’s rights under this Section 11.1 and the right to share in payments and collections out of the Collateral as more fully set forth (and subject to the limitations set forth) herein and therein and to receive payments, if any, in accordance with Section 2.12(c).
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Credit Agreement (Alere Inc.)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by New ICE Parent or the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent shall:
(a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers for their own accounts) (it being understood that an amendment to the definition of Total Leverage Ratio (or any defined terms used therein) shall not constitute a reduction of any interest rate or fees hereunder), (ii) waive, extend or postpone the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Loan (including any scheduled date for the mandatory termination of any Commitments), or waive, extend or postpone the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers for their own accounts), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory termination of the Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iii) change or waive any provision of Section 2.13(e), Section 2.15, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5; and
(c) unless agreed to by each Hedge Party that would be adversely affected thereby in its capacity as such relative to the Lenders, amend any provision regarding priority of payments in this Agreement or any other Credit Document; and provided further, that (i) no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or 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, (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) 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 and (iv) the Ineligible Assignees Letter Agreement may be amended in accordance with Section 9.10(b). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender). Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, in addition each Lender is entitled to vote as such Lender sees fit on any other Person bankruptcy reorganization plan that affects the signature Loans, and each Lender acknowledges that the provisions of which is otherwise required pursuant to any Loan Document, be effective to do any Section 1126(c) of the following:
(i) waive Bankruptcy Code supersedes the unanimous consent provisions set forth herein. Notwithstanding anything to the contrary herein, to the extent not prohibited by applicable laws, no Defaulting Lender shall have any condition specified in Section 3.1right to approve or disapprove any amendment, waiver or consent hereunder, except any condition referring to any other provision of any Loan Document;
(ii) increase that the Commitment of such Lender may not be increased or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extended without the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction consent of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders), (y) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, signed by Arby’s Opco Borrower, Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower and the Administrative Agent, and (z) in the case of any other amendment, signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and Arby’s Opco Borrower, Ultimate Parent Co-Borrower, Holdco Co-Borrower and WII Co-Borrower, and then any such waiver or consent shall be effective only in the Borrowerspecific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender (it being understood that no amendment, modification, termination, waiver or subject such Lender consent with respect to any additional obligationcondition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);
(iiiii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive or postpone any obligation scheduled date fixed for the payment or reduction of principal or payment of interest (other than with respect to the Borrower to repay (whether increase in such rate of interest triggered by any Default or not on a fixed date), Event of Default) of any outstanding such Loan or any fee owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, it being understood that this clause (iii) Section 2.9 does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment Commitment;
(iii) reduce, or release any Borrower from its respective obligations to repay, the stated expiration date principal amount of any Letter of Credit beyond Loan or Reimbursement Obligation owing to such Lender (other than by the Revolving Credit Termination Date; provided, that this clause payment or prepayment thereof);
(iv) does not apply reduce the rate of interest on any Loan or Reimbursement Obligation outstanding and owing to such Lender or any change fee payable hereunder to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12such Lender;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of change the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion aggregate Ratable Portions of Lenders required for the any or all Lenders (or any subset thereof) to take any action hereunder or change the definition of Requisite Lenders or Ratable Portion, in each case other than as part of a Facilities Increase;
(a) release all or substantially all of the terms Collateral except as provided in Section 7.11 of the Pledge and Security Agreement or (b) release any Guarantor from its obligations under the Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) or the dissolution or liquidation of a Subsidiary Guarantor permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement);
(vii) amend Section 11.7 hereof or this Section 11.1 (it being understood that a Facilities Increase shall not constitute such an amendment); or
(viii) increase the maximum duration of any Interest Period or change the currency of any Obligation; and provided, further, that:
(ix) (i) any change to the definition of the term “Required Term Loan Lenders”, “Required ” shall require the consent of the Requisite Term Loan Lenders and (ii) any change to the definition of Requisite Revolving Credit Lenders shall require the consent of the Requisite Revolving Credit Lenders”, “Required in each case other than as part of a Facilities Increase;
(x) (i) any modification of the application of payments to the Term Loans pursuant to Section 2.9 shall require the consent of the Requisite Term Loan Lenders (it being understood that Term Loans pursuant to a Facilities Increase may be included on a pro rata basis), (ii) any modification of the application of payments to the Revolving Loans pursuant to Section 2.9 or the reduction of the Revolving Credit Commitments pursuant to Section 2.5(b) shall require the consent of the Requisite Revolving Credit Lenders (it being understood that a Facilities Increase may be included on a pro rata basis) and (iii) any expressed change or waiver of any condition precedent in Section 3.2 to any Revolving Credit Borrowing shall require the written consent of the Requisite Revolving Credit Lenders;
(xi) no amendment, waiver or consent shall affect the rights or duties of any Agent or Issuer under this Agreement or the other Loan Documents unless in writing and signed by such Agent or Issuer in addition to the Lenders required above to take such action;
(xii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Loan Lender under this Agreement or the other Loan Documents; and
(xiii) notwithstanding any of the foregoing, the Administrative Agent may, solely with the consent of Ultimate Parent Co-Borrower, amend, modify or supplement this Agreement to cure any typographical error, defect or inconsistency, as long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer in any material respect.
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Arby’s Opco Borrower or a Co-Borrower in any case shall entitle Arby’s Opco Borrower or such Co-Borrower to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of any Revolving Credit Lender or Term Loan Lender of any Tranche in addition to the consent of the Requisite Lenders, the consent of the Requisite Lenders is obtained but the consent of such Revolving Credit Lender or Term Loan Lender whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), “Pro Rata Share” then, as long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at Ultimate Parent Co-Borrower’s request, an Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or “Pro Rata Outstandings”;such Eligible Assignee, all of the Revolving Credit Commitments and Revolving Credit Outstandings of such Non-Consenting Lender if such Non-Consenting Lender is a Revolving Credit Lender and all of the Term Loans of such Non-Consenting Lender of such Tranche if such Non-Consenting Lender is a Term Loan Lender of any Tranche, in each case for an amount equal to the principal balance of all such Revolving Loans or Term Loans, as applicable, held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance reasonably satisfactory to the Administrative Agent and Ultimate Parent Co-Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Revolving Loans or Term Loans of any Tranche, as applicable, held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
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Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent with or the consent of such LenderArranger for its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) scheduled date for the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan Loan, the Termination Date or fee owing extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arranger), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any Default or Event of Default, if agreed to by the Required Lenders, or all Lenders (as may be required hereunder with respect to such Lender waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Administrative Agent to the application of take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (vii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iii) change or waive or amend any provision of Section 2.12(c) (Application 2.15, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application of Payments Generally);10.5; and
(vic) except unless agreed to by the Administrative Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Administrative Agent, as applicable, hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(viiother Credit Documents; and provided further that the Fee Letter may only be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Obligations, and each Lender acknowledges that the provisions of Section 1126(c) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Bankruptcy Code supersede the unanimous consent provisions set forth herein.
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Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrowers (or after the Conversion Date, the Term Borrower), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1, subject to any other provision the provisions of any Loan DocumentSection 3.3;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, it being understood that this clause (iii) Section 2.9 does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause Commitment;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release either Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan outstanding and owing to such Lender or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) expressly subordinate any of the Secured Obligations or any Liens securing the Secured Obligations except as provided in to the extent permitted by Section 10.10, 10.8(b);
(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment;
(viii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(ix) release all or substantially all of the Collateral except as provided in Section 10.8(b) or any Guarantor release either Borrower from its guaranty of any Obligation of payment obligation to such Lender under this Agreement or the Borrower;Notes owing to such Lender (if any); or
(viix) reduce amend Section 10.8(b), Section 11.7, this Section 11.1 or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Requisite Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share,” or “Pro Rata OutstandingsRatable Portion”;; and provided, further, that (x) any modification of the application of payments to the Loans pursuant to Section 2.9 shall require the consent of the Requisite Lenders, (y) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(e), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents; and provided, further, that the Administrative Agent may, with the consent of the Borrowers (or after the Conversion Date, the Term Borrower), amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on either Borrower in any case shall entitle either Borrower to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of Requisite Lenders is obtained but the consent of any Lender whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), then, as long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrowers’ (or after the Conversion Date, the Term Borrower’s) request, an Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Loans of such Non-Consenting Lender if such Non-Consenting Lender is a Lender, in each case for an amount equal to the principal balance of all Loans, held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrowers (or after the Conversion Date, the Term Borrower) whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
Appears in 1 contract
Samples: Credit Agreement (Prologis)
Amendments, Waivers, Etc. (a) No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) Document, and no consent to any departure by the Borrower or any other Loan Party therefrom therefrom, shall be effective unless the same shall be in writing signed by the Required Lenders and signed (1) in the Borrower or the applicable Loan Party, as the case of an amendmentmay be, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, and acknowledged by the Administrative Agent and each such waiver or consent shall be effective only in the Borrower or (B) grant a new Lien specific instance and for the benefit of the Secured Parties or extend an existing Lien over additional propertyspecific purpose for which given; provided, by the Collateral Agent and the Borrower and (2) in the case of any other that no such amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i1) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) extend or increase the Commitment of such any Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated final expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(2) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest with respect to any Loan or Letter of Credit or with respect to any fees payable under Section 2.11(2) without the written consent of each Lender directly and adversely affected thereby, it being understood that (a) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and (b) the agreement, consent or waiver by the Required Revolving Credit Termination DateLenders of interest or unused commitment fees as set forth in the paragraph immediately succeeding the table in the definitions of “Applicable Rate” and “Applicable Commitment Fee” in Section 1.01 shall not constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of interest or any payment of fees;
(3) reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit, or (subject to clause (iii) of the second proviso of this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definitions of Senior Secured Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest and the agreement, consent or waiver by the Required Revolving Lenders of interest or unused commitment fees as set forth in the paragraph immediately succeeding the table in the definitions of “Applicable Rate” and “Applicable Commitment Fee” in Section 1.01 shall not constitute a reduction in the rate of interest specified herein or any fees or other amounts payable hereunder or under any other Loan Document; provided, that this clause (iva) does not apply only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” and (b) only the consent of the Required Lenders or, with respect to any change Default Rate payable pursuant to mandatory prepaymentsthe paragraph immediately succeeding the table in the definition of “Applicable Rate” in Section 1.01, including those required under Section 2.8, the Required Revolving Lenders with respect to the Revolving Loans shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate or to waive any obligation of the application Borrower to pay interest at the Default Rate;
(4) change any provision of any payment, including this Section 11.01 (except as expressly set forth in Section 2.12the immediately following paragraph) or the definition of “Required Lenders,” “Required Facility Lenders” or “Pro Rata Share” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of each Lender or change the definition of “Required Revolving Lenders” without the consent of each Revolving Lender;
(v5) waive or amend any provision of other than in a transaction permitted under Section 2.12(c) (Application of Payments during an Event of Default) 7.04 or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.107.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(6) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guaranty or all or substantially all of the Guarantors, without the written consent of each Lender; or
(7) modify Section 2.15 or 9.03 without the written consent of each Lender directly and adversely affected thereby. provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of, or any Guarantor from fees or other amounts payable to, the Issuing Bank under this Agreement, any Issuance Notice or any other Loan Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Swing Line Lender under this Agreement or any other Loan Document;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Loan Document;
(v) Section 11.07(7) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;
(vi) the consent of Required Revolving Lenders or Required Facility Lenders, as applicable, shall be required with respect to any amendment that by its guaranty terms adversely affects the rights of any Obligation Lenders under such Facility in respect of the Borrowerpayments hereunder in a manner different than such amendment affects other Facilities;
(vii) reduce or increase the proportion consent of Lenders required for the Required Revolving Lenders (or any subset thereofbut without the consent of other Lenders, including the Required Lenders) shall be required (x) to take amend, waive or otherwise modify any action hereunder or change provision of the paragraph immediately succeeding the table in the definition of “Applicable Rate” in Section 1.01 which provides for an agreement, consent or waiver by the Required Revolving Lenders and (y) to amend, modify or waive any condition precedent set forth in Section 4.02 with respect to making Revolving Loans, Swing Line Loans or the issuance of Letters of Credit; and
(viii) no Lender or Issuing Bank consent is required to effect any amendment or supplement to the Intercreditor Agreements or any other intercreditor agreement that is (A) for the purpose of adding the holders of Pari Passu Lien Debt, Junior Lien Debt, Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of the Intercreditor Agreements or such other intercreditor agreement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (B) expressly contemplated by the Intercreditor Agreements or any other intercreditor agreement. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Facility Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders or Affiliate Lenders (other than Debt Fund Affiliates)), except that (1) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender or Affiliate Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender or Affiliate Lender. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliate Lender (other than a Debt Fund Affiliate) hereby agrees that, if a proceeding under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against either Borrower or any other Loan Party at a time when such Lender is an Affiliate Lender, such Affiliate Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliate Lender with respect to the Loans held by such Affiliate Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliate Lender to vote, in which case such Affiliate Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided, that such Affiliate Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any such Affiliate Lender or the Obligations held by it in a manner that is less favorable in any material respect to such Affiliate Lender than the proposed treatment of similar Lenders and the Obligations held by them that are not Affiliates of the Borrower. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided, that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the All-In Yield with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms and conditions (other than with respect to pricing, premiums and optional prepayment or redemption terms) applicable to such Replacement Loans shall be substantially identical to, or (taken as a whole as determined by the Borrower in its reasonable judgment) are no more favorable to the lenders or holders providing such Replacement Loans than those applicable to the Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing (provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of Replacement Loans, together with a reasonably detailed description of the material terms and conditions of such Replacement Loans or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (d) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 50% of the amounts actually included in determining whether the threshold in the definition of “Required Lenders”” has been satisfied. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced pro rata to the extent necessary in order to comply with the immediately preceding sentence. In addition, “Required Revolving Credit Lenders”notwithstanding anything to the contrary contained in this Section 11.01, “Required Term no amendment, modification or waiver of this Agreement or any Loan Lenders”Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), “Pro Rata Share” in each case in a manner materially adverse to any Hedge Bank or “Pro Rata Outstandings”;any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable. In addition, notwithstanding anything to the contrary contained in this Section 11.01, the Guaranty, the Collateral Documents and related documents executed by the Borrower or the Restricted Subsidiaries in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such Guaranty, Collateral Document or other document to be consistent with this Agreement and the other Loan Documents.
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Amendments, Waivers, Etc. (a) No amendment Except as may be otherwise specifically set forth in this Agreement or waiver of the other Loan Documents, neither this Agreement nor any other Loan Document nor any provision of any Loan Document (other than the Fee Letter) hereof or thereof may be amended, modified, waived, discharged or terminated, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower from any provision hereof or (B) grant thereof may be given, except in a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent writing signed by the Required Lenders Lenders; provided, however, that:
(a) no such amendment, modification, waiver, discharge, termination or by the Administrative Agent with consent shall, without the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender holding Obligations directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the or rate of interest rate on, any Loan, or reduce any fees or other Obligations (other than fees payable to the Administrative Agent for its own account) or any obligation obligations of any Person now or hereafter primarily or contingently liable with respect to the Borrower to repay Obligations or (whether or not on a ii) postpone any date fixed date)for any payment of principal, any outstanding Loan owing to such Lender interest (excluding mandatory prepayments), (B) any fee or accrued other than additional interest payable to such Lender or (Cunder Section 2.6(b) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default Default), fees (other than fees payable to the Administrative Agent for its own account) or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinother Obligations;
(ivb) no such amendment, modification, waiver, discharge, termination or consent shall, without the consent of all Lenders, (i) increase the Commitments of any Lender (it being understood that a waiver of any Default or Event of Default or a funding under subparagraph (e) below shall not constitute such an increase), (ii) change the definition of "Required Lenders" or otherwise change the number or percentage of Lenders that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder, (iii) amend, modify or waive any of the provisions for extending, or take action to extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, term of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; providedFacility, that this clause (iv) does not apply affect the obligation of the Lenders having Revolving Credit Commitments to any change to mandatory prepaymentsbecome L/C Participants, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
this Section, (vi) except as provided in Section 10.10, release all or substantially all of the Collateral Collateral, (vii) release any Guarantor, or (viii) consent to the assignment or transfer by the Borrower, or by any other Person now or hereafter primarily or contingently liable with respect to the Obligations, of any of its rights and obligations under this Agreement or any Guarantor from its guaranty of any Obligation of the Borrowerother Loan Documents;
(viic) reduce no provision relating to the rights or increase obligations of the proportion of Lenders required for Swingline Bank or the Lenders (Issuing Bank under this Agreement or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”other Loan Documents may be amended, “Required Revolving Credit Lenders”modified or waived without the consent of the Swingline Bank or Issuing Bank, “Required Term respectively; and
(d) no provision relating to the rights or obligations of the Administrative Agent under this Agreement or any of the other Loan Lenders”Documents may be amended, “Pro Rata Share” modified or “Pro Rata Outstandings”;waived without the consent, respectively, of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Ipayment Inc)
Amendments, Waivers, Etc. With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (awhich, for the avoidance of doubt, shall require the prior written consent of the Borrower) No amendment and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences; provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, in addition to the receipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent or (B) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower Borrower) if the same (x) does not adversely affect the rights of any Lender or (By) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, is not objected to in writing by the Collateral Required Lenders to the Administrative Agent and the Borrower and (2) in the case within five Domestic Business Days following receipt of any other notice thereof. Any amendment, waiver or consent by effected in accordance with this Section 11.1 shall be binding upon each Person that is at the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) time thereof a Lender and the Borrower; provided, each Person that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such subsequently becomes a Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee LetterLetter and the Control Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1i) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Agent and Administrative Agent, the Borrower and any other Loan Party which is a party to the Loan Document in question, (2ii) in the case of any other amendmentwaiver, consent or amendment of any Secured Hedging Support Provision, by the Borrower and the applicable Secured Hedging Counterparty, (iii) in the case of any other waiver or consent consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (iv) in the Borrowercase of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), the Borrower and any other Loan Party which is a party to the Loan Document in question; provided, however, that no amendment, consent or waiver described in clause clauses (2ii), (iii) or (iv) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), or (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.82.6, or to the application of any payment, including as set forth in Section 2.122.10;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral Collateral, Holdings from the Pledge Agreement or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, ,” “Pro Rata Share” or “Pro Rata Outstandings”;” or
(vii) amend Section 10.10, Section 11.9 or this Section 11.1; and provided, further, that (x) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof) or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent or, as the case may be, such SPV in addition to any signature otherwise required and (y) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.10.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Credit Agreement (Access Integrated Technologies Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee LetterControl Agreements, the L/C Reimbursement Agreements and the Secured Hedge Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2) in the case of any other amendment, waiver or consent consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and Borrower; provided, however, except as otherwise permitted herein that no amendment, consent or waiver described in clause (2) above or (3) above, shall, unless in writing and signed by each Lender (other than any Defaulting Lender, except in the case of (x) clauses (ii), (iii)(A), and (iv) below and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders, in which case such Defaulting Lender’s consent shall be required) directly and adversely affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which (unless specifically noted below) is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1,3.1 or Section IV of the Second Amendment, except any condition referring to any other provision of any Loan Document;
(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment forgiveness or otherwiseassignment) (A) the principal amount of, or the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation Obligations or any obligation obligations of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement ObligationObligations; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V 5 or in any definition set forth therein or principally used therein;; Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor all or substantially all of the Guarantors from its their guaranty of any Obligation of the BorrowerObligations;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
(vii) amend Section 2.12 (Application of Payments), Section 10.10 (Release of Collateral or Guarantors), Section 11.9 (Sharing of Payments, Etc.) or this Section 11.1; or
(viii) amend the percentage set forth in the definition “Borrowing Base” (but not the actual calculation of the Borrowing Base and/or the application of liquidity factors and reserves in accordance with such definitions) to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base; and provided, further, that (w) any change to the definition of “Eligible Account” to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base shall require the consent of the Supermajority Lenders, (x) any change to the definition of the term “Required Lender” shall require the consent of the Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof) any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(e) unless in writing and signed by Administrative Agent, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of Borrowers shall not be required to change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedge Agreement provided or arranged by Administrative Agent or an Affiliate thereof, Administrative Agent.
(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
Appears in 1 contract
Samples: Revolving Credit Agreement (Genesis Healthcare, Inc.)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (other than any Non-Funding Lender), in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision Initial Loans and Letters of any Loan DocumentCredit), subject to the provisions of Section 3.4 (Determinations of Borrowing Conditions);
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligationobligation (other than as set forth in Section 2.5(a) (Increase, Reduction and Termination of the Commitments));
(iii) reduce (including through releaseextend the scheduled final maturity of any Loan owing to such Lender, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onexpiration date of any Commitment hereunder, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.9 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinprovide for scheduled dates fixed for payment);
(iv) extendreduce, waive or postpone release the Borrower from its obligations to repay, the principal amount of any scheduled maturity date Loan or Reimbursement Obligation owing to such Lender (other scheduled date fixed for than by the payment, in whole payment or in part, prepayment thereof);
(v) reduce the rate of principal of or interest on any Loan or fee Reimbursement Obligation outstanding and owing to such Lender or for any fee payable hereunder to such Lender (it being understood that the reduction of such Lender’s Commitment or the stated expiration date rescission of any Letter election to impose (or waiver of Credit beyond the Revolving Credit Termination Date; provided, that this clause (ivany imposition of) does not apply default rate interest shall be deemed to any change to mandatory prepayments, including those required under Section 2.8, or be a reduction to the application rate of interest on any payment, including as set forth in Section 2.12;
(v) waive Loan or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments GenerallyReimbursement Obligation);
(vi) except as otherwise permitted by Section 10.8 (Concerning the Collateral and the Collateral Documents), expressly subordinate any of the Secured Obligations or any Liens securing the Secured Obligations;
(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment; .CREDIT AGREEMENT U.S. CONCRETE, INC.
(viii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(w) during any Fiscal Year, release all or any portion of the Collateral with a value in excess of $20,000,000 (except as otherwise provided in Section 10.1010.8(b) (Concerning the Collateral and the Collateral Documents)), (x) during the term of this Agreement, release all or any portion of the Collateral with a value in excess of $50,000,000 (except as otherwise provided in Section 10.8(b) (Concerning the Collateral and the Collateral Documents)), (y) release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or (z) release any Subsidiary Guarantor from its obligations under the Guaranty and any Collateral Document to which it is a party except in connection with the sale or other disposition of such Subsidiary Guarantor (or all or substantially all of the Collateral assets thereof) to a third party or any a dissolution of such Subsidiary Guarantor from its guaranty permitted by this Agreement (or, in each case, permitted pursuant to a waiver or consent of any Obligation of a transaction otherwise prohibited by this Agreement, but subject to the Borrowerdollar limitations set forth above);
(viix) reduce or increase any of the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change percentages set forth in the definition of “Borrowing Base” above the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;maximum percentages stated in such definitions on the date hereof; or
Appears in 1 contract
Samples: Credit Agreement (Us Concrete Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver With the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or (B) grant a new Lien for the benefit modifications of the Secured Parties or extend an existing Lien over additional propertyLoan Documents and, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the Borrower; provideddeparture from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such consent of the Required Lenders shall be required with respect to any Commitment Increase Supplement executed and delivered pursuant to Section 2.12, and provided further that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or waiver described in clause Event of Default shall be deemed to constitute such an increase), (2ii) above shall, unless in writing and signed by extend the Commitment Period without the consent of each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (including through releaseiv) reduce the rate, forgiveness, assignment or otherwise) (A) extend the principal amount time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the interest applicability of any post-default increase in such rate onof interest) without the consent of each Lender directly affected thereby, (v) reduce the amount, or any obligation extend the time of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation payment of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase Reimbursement Obligation or principal on any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or (yxii) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for extend the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any a Letter of Credit beyond the Revolving Credit Commitment Termination Date; providedDate without the consent of each Lender. Notwithstanding the foregoing, that this clause no such amendment, supplement, modification, waiver or consent shall (ivA) does not apply to any change to mandatory prepaymentsamend, including those required under Section 2.8, modify or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (Application C) change the Swing Line Commitment, change the amount or the time of Payments during an payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (CVS Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of Neither this Agreement nor any provision of any Loan Document (other than the Fee Letter) and no consent hereof may be waived, amended or modified except pursuant to any departure by any Loan Party therefrom shall be effective unless the same shall be an agreement or agreements in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, entered into by the Administrative Agent Credit Parties and the Borrower Majority Lenders or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent Credit Parties and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Majority Lenders) and the Borrower; provided, provided that no amendmentsuch agreement shall (i) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees or other amounts payable hereunder, without the written consent or waiver described in clause (2) above shall, unless in writing and signed by of each Lender directly affected thereby thereby, (ii) postpone the scheduled date of payment of the principal amount of any Loan or by any interest thereon, or any fees or other amounts payable hereunder, or reduce the Administrative Agent with amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby, (iii) change Sections 2.07 or 2.08 in a manner that would alter the pro rata sharing of payments required thereby, or the priority of payments set forth in such Sections, without the written consent of each Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(iiv) waive any condition specified in precedent to the Loans without the consent of each Lender, subject to Section 3.13.02, except or (v) change any condition referring to of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any Loan Document;
rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Except as otherwise provided above in this Section 9.01 with respect to this Agreement, the Administrative Agent may, with the prior written consent of the Majority Lenders (ii) increase the Commitment of such Lender or subject such Lender but not otherwise), consent to any additional obligation;
(iii) reduce (including through releasemodification, forgivenesssupplement or waiver under any of the Operative Documents, assignment or otherwise) (A) provided that, without the principal amount ofprior consent of each Lender, the interest rate on, or any obligation of the Borrower to repay Administrative Agent shall not (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided herein or in Section 10.10the Security Documents) release any collateral security or otherwise terminate any Lien under any Security Documents providing for collateral security, release all agree to additional obligations being secured by such collateral security or substantially all alter the relative priorities of the Collateral or any Guarantor from its guaranty of any Obligation obligations entitled to the benefits of the Borrower;
(vii) reduce or increase Liens created under the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Security Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Continental Airlines Inc /De/)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1x) in the case of an amendmentany such waiver or consent, consent signed by the Required Lenders (or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and with the Borrower or (B) grant a new Lien for the benefit consent of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower Required Lenders) and (2y) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the BorrowerBorrowers, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Required Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.14.1 (Conditions to Effectiveness) or Section 4.2 (Conditions Precedent to Each Extension of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Required Lenders and, in the case of the conditions specified in Section 4.1 (Conditions to any other provision Effectiveness), subject to the provisions of any Loan DocumentSection 4.3 (Determination of Initial Borrowing Conditions);
(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate on, or scheduled final maturity of any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a the Revolving Credit LenderTermination Date or the Final Maturity Date, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; providedwaive, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive reduce or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole payment or in part, reduction of principal of or interest on of any such Loan or fee fees owing to such Lender (it being understood that Section 2.8 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; providedCommitment, that this clause except as provided in Section 2.18;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release any Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12;Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof); Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligation outstanding and owing to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) except as provided in Section 10.10, release all postpone any scheduled date fixed for payment of interest or substantially all of the Collateral fees owing to such Lender or waive any Guarantor from its guaranty of any Obligation of the Borrowersuch payment;
(vii) reduce or increase change the proportion aggregate Ratable Portions of Lenders required for the any or all Lenders (or any subset thereof) to take any action hereunder hereunder;
(viii) release any Borrower from its payment obligation to such Lender under this Agreement or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” Notes owing to such Lender (if any) or “Pro Rata Outstandings”;release the MLP from its obligations under the Guaranty; or
(ix) amend Section 10.7 (
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Party therefrom Borrower from, any provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with the consent of such Lenderfor its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, Revolving Credit Maturity Date or any obligation of other scheduled date for the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan (other than additional interest payable under SECTION 2.8(B) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Administrative Agent for its own account) or fee owing any other Obligations;
(b) unless agreed to by all of the Lenders, (i) increase or extend the Revolving Credit Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such Lender an increase), (ii) change the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or approve, or direct the stated expiration Administrative Agent to take, any action hereunder (including as set forth in the definition of "Required Lenders"), (iii) except as may be otherwise specifically provided in this Agreement or in any other Credit Document, release all or substantially all of the Collateral, release Matria from its obligations under its guaranty contained in ARTICLE XI, or release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, (iv) change any provision of SECTION 2.15 or this Section, or (v) extend the expiry date of any Letter of Credit beyond the seventh day prior to the Revolving Credit Termination Maturity Date; providedand 101 108
(c) unless agreed to by the Issuing Lender, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, the Swingline Lender or the Administrative Agent in addition to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce other Credit Documents; and provided further that the Fee Letter may be amended or increase modified, and any rights thereunder waived, in a writing signed by the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1i) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and the Borrower and Borrower, (2ii) in the case of any other amendment, waiver or consent consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (iii) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and Borrower; provided, however, that amendments to or waivers of any provision of the Fee Letter, the Control Agreements, the Landlord Waiver and the L/C Reimbursement require only the written consent of the Borrower, the Administrative Agent and any third parties thereto, and provided, further, that no amendment, consent or waiver described in clause (2ii) or (iii) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date's Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those prepayments required under by Section 2.8, 2.8(b) or to the application of any payment, including as set forth in Section 2.122.8(c)(ii);
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.1011.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “"Required Lenders”", “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “"Pro Rata Share” " or “"Pro Rata Outstandings”"; or
(vii) amend Section 11.10 (Release of Collateral or Guarantor), Section 12.9 (Sharing of Payments) or this Section 12.1;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (PROS Holdings, Inc.)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive increase or extend any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender (it being understood that a waiver of any Event of Default, if agreed to by the Required Lenders or subject all Lenders (as may be required hereunder with respect to such Event of Default), shall not constitute such an increase), (ii) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent, the Arranger or the Issuing Lender to any additional obligation;
for its own account), (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount ofTerm A Loan Maturity Date, the interest rate onTerm A-1 Loan Maturity Date, the Revolving Credit Maturity Date or any obligation of other scheduled date for the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan (other than in connection with a mandatory prepayment of the Loans pursuant to Sections 2.6(e) through 2.6(g)) or fee owing to such Lender reduction or for the reduction termination of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; providedCommitments in connection therewith), that this clause extend the time of payment of any Reimbursement Obligation or any interest thereon or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent, the Arranger or the Issuing Lender for its own account), or (iv) does not apply modify the amortization schedules set forth in Section 2.6(a) or Section 2.6(b) or the amortization of any Incremental Term Loan;
(b) unless agreed to any by all of the Lenders, (i) change to mandatory prepayments, including those required under Section 2.8the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the application of Administrative Agent to take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(viii) except as may be otherwise specifically provided in Section 10.10this Agreement or in any other Credit Document, release all or substantially all of the Collateral or release any Subsidiary Guarantor from its guaranty obligations under the Subsidiary Guaranty, (iii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, (iv) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Obligation Lenders, or this Section 11.6, or (v) change or waive Section 2.10 to permit any Interest Period of greater than six months’ duration unless such Interest Period is subject to the agreement of all of the BorrowerLenders;
(viic) reduce unless agreed to by (i) all of the Revolving Credit Lenders, (y) extend the expiry date of any Letter of Credit beyond the Letter of Credit Maturity Date or increase (z) change the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change percentage set forth in the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders” (it being understood that no consent of any other Lender or the Administrative Agent is required), or (ii) the Required Revolving Credit Lenders, (y) change any other provision of Article III or any other terms or provisions of, or any other terms or provisions of any Credit Document relating to, any Letter of Credit, or (z) amend, modify or waive any condition precedent to any Borrowing of Revolving Loans or issuance of a Letter of Credit set forth in Section 4.2 (including in connection with any waiver of an existing Default or Event of Default); and
(d) unless agreed to by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and provided further that (i) if any amendment, modification, waiver or consent would adversely affect the holders of Loans of a particular Class (the “affected Class”) relative to holders of Loans of another Class (including, “Required without limitation, by way of reducing the relative proportion of any payments, prepayments or Commitment reductions to be applied for the benefit of holders of Loans of the affected Class under Sections 2.6(e) through 2.6(g), then such amendment, modification, waiver or consent shall require the consent of Lenders holding at least a majority of the aggregate outstanding principal amount of all Loans (and unutilized Commitments, if any) of the affected Class, (ii) the Fee Letter may only be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto, (iii) the Administrative Agent may, without the consent of any Lender, amend or modify any provision of this Agreement or any other Credit Document if the effect of such amendment or modification is strictly technical or correctional in nature and does not affect any substantive rights of any other party hereto or thereto, and (iv) this Agreement and the other Credit Documents may be amended or modified with the consent of the Borrower and the Administrative Agent to give effect to any Revolving Credit Commitment Increase or Incremental Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Loans as set forth in Sections 2.20 and 2.21.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(iia) increase the Commitment of any Lender without the written consent of such Lender or subject such Lender to any additional obligationLender;
(iiib) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, of any Loan or the interest rate on, or amount of any obligation Reimbursement Obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, Account Party in respect of any L/C Reimbursement Obligation Disbursement or reduce the rate of interest thereon, or reduce any obligation fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby;
(c) postpone the scheduled date of payment of the Borrower to repay (whether principal amount of any Loan or not on a fixed date) for reimbursement of any L/C Reimbursement Obligation; providedDisbursement, that this clause (iii) does not apply to (x) any change to any provision increasing or any interest rate thereon, or fee during any fees payable hereunder, or reduce the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extendamount of, waive or excuse any such payment, or postpone any scheduled maturity date or other the scheduled date fixed for the payment, in whole or in part, of principal expiration of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond (other than an extension thereof pursuant to an “evergreen provision”), without the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application written consent of any payment, including as set forth in Section 2.12each Lender directly affected thereby;
(vd) change or waive or amend any provision of Section 2.12(c) (Application 2.14, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application 11.5 without the consent of Payments Generally)each Lender;
(vie) except as release any of the Guarantors from any of their guarantee obligations under Article XII without the written consent of each Lender;
(f) change the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided in Section 10.10further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent;
(g) release all or substantially all of the Collateral or any Guarantor (except as expressly provided in the Credit Documents) from its guaranty of any Obligation the Liens under all of the BorrowerSecurity Documents without the consent of each Tranche 2 Lender;
(viih) reduce modify the definitions in Section 1.1 of “Required Tranche 1 Lenders” or increase amend, modify or waive any condition precedent to any Borrowing of Loans set forth in Section 4.2 (including in connection with any waiver of an existing Default or Event of Default) without the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition consent of the terms “Required Tranche 1 Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2x) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders), (y) in the case of any amendment necessary to implement the terms of a Facilities Increase in accordance with the terms hereof, by the Borrower and the Administrative Agent, and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iiiii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive or postpone any obligation scheduled date fixed for the payment of principal or interest (other than with respect to the Borrower to repay (whether increase in such rate of interest triggered by any Default or not on a fixed date), Event of Default) of any outstanding such Loan or any fee owing to such Lender (excluding mandatory prepaymentsit being understood that Section 2.9 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction or termination of such Lender’s Commitment);
(iii) reduce, (B) or release the Borrower from its obligations to repay, the principal amount of any fee Loan or accrued interest payable Reimbursement Obligation owing to such Lender (other than by the payment or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used thereinprepayment thereof);
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for reduce the payment, in whole or in part, rate of principal of or interest on any Loan or fee Reimbursement Obligation outstanding and owing to such Lender or for the reduction of any fee payable hereunder to such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of waive any such payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)[Reserved];
(vi) except as provided in Section 10.10, release all or substantially all of change the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion percentage of Lenders required for the any or all Lenders (or any subset thereof) to take any action hereunder or change the definition of “Requisite Lender,” in each case other than to effect a Facilities Increase;
(vii) release all or substantially all of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” Collateral or “Pro Rata Outstandings”;release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) or the dissolution or liquidation of a Subsidiary Guarantor permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than With the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) , the Agent and the Borrower; providedCredit Parties thereto may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents or the CVS Subordinated Note and, with the written consent of the Required Lenders, the Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or the CVS Subordinated Note or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with without the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any all of the following:
Lenders (i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such Lender or subject such Lender to any additional obligation;
an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (including through releaseiv) reduce the rate, forgivenessor extend the time of payment of, interest on any Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Loan or any Note, (vi) decrease or forgive the principal amount of any Loan, any Note or any Reimbursement Obligation, (vii) consent to any assignment or otherwisedelegation by a Credit Party of any of its rights or obligations under any Loan Document to which it is a party or the CVS Subordinated Note (except as expressly contemplated by Section 8.4), (viii) release either Guaranty or any Guarantor thereunder, (ix) change the provisions of this Section 12.1, (x) change the definition of Required Lenders, (xi) change the several nature of the obligations of the Lenders, or (xii) change the sharing provisions among Lenders. Notwithstanding the foregoing, no such amendment, 70 DRAFT 11/15/96 supplement, modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the principal amount ofrights or obligations of the Agent, the interest rate on, Issuer or the Swing Line Lender under any obligation Loan Document or the CVS Subordinated Note without the written consent of the Borrower to repay (whether Agent, the Issuer or not on a fixed date)the Swing Line Lender, any outstanding Loan owing to such Lender (excluding mandatory prepayments)as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any fee other term or accrued interest payable provision which relates to such Lender the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer or (C) if such Lender is a Revolving Credit Lenderchange the Swing Line Commitment, any L/C Reimbursement Obligation change the amount or any obligation the time of payment of the Borrower Swing Line Loans or interest thereon or change any other term or provision which relates to repay (whether the Swing Line Commitment or not on a fixed date) the Swing Line Loans without the written consent of the Swing Line Lender. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Agent and all future holders of the Loans and the Reimbursement Obligations. In the case of any L/C Reimbursement Obligation; providedwaiver, that this clause (iii) does not apply the Credit Parties, the Lenders and the Agent shall be restored to (x) their former position and rights under the Loan Documents, but any change to any provision increasing any interest rate Default or fee during the continuance of an Event of Default or waived shall not extend to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date subsequent or other scheduled date fixed for the payment, in whole Default or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) , or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or impair any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;right consequent thereon.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver Subject to any consents required pursuant to this SECTION 11.02 and any other provisions of this Agreement and any provision of any other Loan Document (which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other than the Fee Letter) and no consent to any departure Loan Document may be modified or supplemented only by any Loan Party therefrom shall be effective unless the same shall be an instrument in writing signed by the Borrowers and signed (1) in the case of an amendmentAdministrative Agent; PROVIDED that, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may (without any Lender's consent) give or (B) grant a new Lien for the benefit withhold its agreement to any amendments of the Secured Parties Loan Documents or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) any waivers or consents in the case of respect thereof or exercise or refrain from exercising any other amendment, waiver rights or consent by the Required Lenders (or by remedies which the Administrative Agent with may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in SECTION 13.05 (and the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the Required Lenders) and the Borrower; provided, following (provided that no amendment, Lender's consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise shall be required pursuant to any Loan Document, be effective to do for any of the following:
following which are otherwise required under the Loan Documents): (ia) waive any condition specified increase in Section 3.1, except any condition referring to any other provision the amount of any Loan Document;
the Commitments; (ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iiib) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, of the Loans or reduce the interest rate on, or thereon; (c) extend any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any stated payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing the Loans payable to such Lender Lender; (d) release the Borrower, any Guarantor or any other party from liability under the Loan Documents; (e) release or subordinate in whole or in part any material portion of the collateral given as security for the reduction Loans; (f) modify any of such Lender’s Commitment the provisions of this Section, the definition of "Majority Lenders" or any other provision in the stated expiration date Loan Documents specifying the number or percentage of the Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (g) modify the terms of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default; (h) consent to (i) the sale, transfer or Section 2.12(d) (Application encumbrance of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all any portion of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders Project (or any subset thereofinterest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by any Borrower of any additional indebtedness secured by the Project, in each case to take the extent (and subject to any action hereunder or change standard of reasonability) such consent is required under the definition Loan Documents; (i) any extension of the terms “Required Maturity Date; or (j) any changes in the sharing provisions among the Lenders”.
(b) Notwithstanding anything to contrary contained in this Agreement, “Required Revolving Credit Lenders”any modification or supplement of ARTICLE 13, “Required Term Loan Lenders”or of any of the rights or duties of the Administrative Agent hereunder, “Pro Rata Share” or “Pro Rata Outstandings”;shall require the consent of the Administrative Agent.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements and the Secured Hedging Agreements) and no consent to any departure by any Loan Party Borrower therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or Parent, (B2) grant in the case of an amendment granting a new Lien for the benefit of the Secured Parties or extend extending an existing Lien over additional property, by the Collateral Administrative Agent and each Borrower directly affected thereby, (3) in the Borrower case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), and (24) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the BorrowerBorrowers; provided, however, that no amendment, consent or waiver described in clause (23) or (4) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the any Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, or (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.82.4, or to the application of any payment, including as set forth in Section 2.122.6;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all any material portion of the Collateral or (it being acknowledged and understood that any Guarantor from its guaranty of any Obligation Facility shall be deemed a material portion of the BorrowerCollateral);
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or
(vii) amend Section 10.10 (Release of Collateral), Section 11.9 (Sharing of Payments) or this Section 11.1;
Appears in 1 contract
Samples: Credit Agreement (Emeritus Corp\wa\)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan DocumentRequisite Lenders, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation; provided, however, that, except as provided in Section 2.18, any such increase in the Revolving Credit Commitment of such Lender shall require the consent of all Lenders;
(ii) extend the then scheduled final maturity of any Loan owing to such Lender, except as provided in Section 2.17;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, of any Loan or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan Reimbursement Obligation owing to such Lender (excluding mandatory prepaymentsother than by the payment or prepayment thereof), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for reduce the payment, in whole or in part, rate of principal of or interest on any Loan or fee owing Reimbursement Obligations outstanding to such Lender or for the reduction of any fee payable hereunder to such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive postpone any scheduled date fixed for payment of such interest or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fees owing to such Lender;
(vi) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(vii) release the Borrower from its payment obligation to such Lender under this Agreement or the Revolving Credit Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except as provided in Section 10.10, release connection with sale or other disposition of a Guarantor (or all or substantially all of the Collateral assets thereof) or any Guarantor from its guaranty of any Obligation of the Borrower;as otherwise specifically provided herein; or
(viiviii) reduce amend this Section 10.1 or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms term “Required Requisite Lenders”; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Issuer or the Swing Loan Lender, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Issuer or the Swing Loan Lender, as the case may be, under this Agreement or the other Loan Documents.
(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(c) If, in connection with any proposed amendment, modification, waiver or termination (a “Required Proposed Change”) requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 10.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, each other Lender shall have a right to purchase its pro rata share of such Non-Consenting Lender’s Revolving Credit Lenders”Commitment and Revolving Credit Outstandings, “Required Term Loan Lenders”and if such Lenders do not purchase all of such Non-Consenting Lender’s Revolving Credit Commitment or Revolving Credit Outstandings, “Pro Rata Share” an Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or “Pro Rata Outstandings”;such Eligible Assignee, all of the Revolving Credit Commitments, and Revolving Credit Outstandings of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto and all other amounts through the date of sale, provided, however, that such purchase and sale shall not be effective until the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Revolving Credit Note (if the assigning Lender’s Loans are evidenced by a Revolving Credit Note) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid.
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Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender)thereby, in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive reduce or forgive the principal amount of any condition specified in Section 3.1Loan, except reduce the rate of or forgive any condition referring interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Agent for its own account), or (ii) extend the Maturity Date or any other provision scheduled date for the payment of any principal of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment any scheduled date for the mandatory reduction or otherwise) (A) the principal amount of, the interest rate on, or termination of any obligation of the Borrower to repay (whether or not on a fixed dateCommitments), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan (other than additional interest payable under Section 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Agent for its own account) or fee owing to such Lender any other Obligations or for extend the reduction of such Lender’s Commitment or the stated expiration expiry date of any Letter of Credit beyond the Revolving Credit Termination seventh day prior to the Maturity Date; provided;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of “Required Lenders”), (viii) waive except as may be otherwise specifically provided in this Agreement or amend in any other Credit Document, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, or (iv) change any provision of Section 2.12(c) (Application of Payments during an Event of Default) 2.15 or Section 2.12(d) (Application of Payments Generally);this Section; and
(vic) except unless agreed to by the Issuing Lender, the Swingline Lender or the Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Issuing Lender, the Swingline Lender or the Agent, as applicable, hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce other Credit Documents; and provided further that the Fee Letter may be amended or increase modified, and any rights thereunder waived, in a writing signed by the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1x) in the case of an amendment, consent or waiver amendment to (A) cure any ambiguity, omission, defect or inconsistency, signed by the Administrative Agent and the Borrower or Borrower, (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2y) in the case of any other amendment, such waiver or consent consent, signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to Effectiveness) or 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision Effectiveness), subject to the provisions of any Loan DocumentSection 3.3 (Determinations of Conditions Precedent to Effectiveness);
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation; provided, however, that any such increase with respect to the aggregate Commitment shall require the consent of the Requisite Lenders;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.8 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any provide for scheduled maturity date or other scheduled date dates fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender ) or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause Commitment;
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release the Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan or amend Reimbursement Obligation outstanding and owing to such Lender or any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) except as provided in Section 10.10, postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such scheduled payment;
(vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder; Credit Agreement Macquarie Infrastructure Company Inc.
(viii) release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
except as provided in Section 10.8(b) (vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by any Loan Credit Party therefrom from, any provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent with or the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwiseArrangers for their own accounts) (A) it being understood that an amendment to the principal amount of, the interest rate on, definition of Total Leverage Ratio (or any obligation defined terms used therein) shall not constitute a reduction of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during fees hereunder), (ii) extend the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any final scheduled maturity date or any other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan or fee owing to such Lender or (including any scheduled date for the mandatory reduction of such Lender’s Commitment or the stated expiration date termination of any Letter Commitments, but excluding any mandatory prepayment of Credit beyond the Loans pursuant to Sections 2.6(c) and 2.6(d) or reduction or termination of the Revolving Credit Termination Date; providedCommitments in connection therewith), or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers for their own accounts), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory reduction in the Commitments, if agreed to by the Required Lenders, Required Revolving Credit Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) release any Guarantor from its obligations under the Guaranty (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of all of the Capital Stock of such Guarantor in a transaction expressly permitted under or pursuant to this Agreement), (ii) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (viii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iv) change or waive or amend any provision of Section 2.12(c) (Application 2.14, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application of Payments Generally)10.5;
(vic) except as provided in Section 10.10, release all or substantially unless agreed to by all of the Collateral or any Guarantor from its guaranty of any Obligation of Revolving Credit Lenders, reduce the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change percentage set forth in the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders” (it being understood that no consent of any other Lender or the Administrative Agent is required);
(d) unless agreed to by the Required Revolving Credit Lenders, amend, modify or waive any condition precedent to any Borrowing of Revolving Loans (including in connection with any waiver of an existing Default or Event of Default);
(e) unless agreed to by the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and and provided further that (i) if any amendment, modification, waiver or consent would adversely affect the holders of Loans of a particular Class (the “affected Class”) relative to holders of Loans of another Class (including, “Required Term Loan Lenders”without limitation, “Pro Rata Share” by way of reducing the relative proportion of any payments, prepayments or “Pro Rata Outstandings”;Commitment reductions to be applied for the benefit of holders of Loans of the affected Class under Sections 2.6(c) through 2.6(d)), then such amendment, modification, waiver or consent shall require the consent of Lenders holding at least a majority of the aggregate outstanding principal amount of all Loans (and unutilized Commitments, if any) of the affected Class, and (ii) the Fee Letters may only be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, 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.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment Subject to Section 9.02(b), no amendment, modification or waiver of any provision of this Agreement or any Loan other Collateral Document (other than the Fee Letter) and no consent with respect to any departure by any Loan Party therefrom Grantor herefrom or therefrom, shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent Required Creditors and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, acknowledged by the Collateral Agent and the Borrower Intercreditor Agent, and (2) then any such waiver or consent shall be effective only if in writing and in the case of any other specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent by shall:
(i) amend, modify or waive the provisions of Section 2.01 or any related definition in any manner that materially and adversely affects the Initial Lenders or Consenting Amended Note Noteholders owed any of the Senior Debt Obligations outstanding under the Amended B Notes or the Springdale Tranche B Facility without the written consent of (A) each Initial Lender owed any such Senior Debt Obligations and (B) so long as any Amended B Notes are outstanding, the Supermajority Consenting Noteholders;
(ii) amend, modify or waive any of the provisions of Section 2.02 or 6.11 or any related definition in any manner which would alter the priority of the Liens under the Collateral Documents or the priority of payment of the Senior Debt Obligations contemplated thereby without the written consent of (A) each Initial Lender (including each Term B Lender) owed any outstanding Senior Debt Obligations at the time of any such amendment, modification or waiver, (B) the Required Replacement Senior Debt Lenders under each Replacement Senior Debt Agreement in effect at the time of any such amendment, modification or waiver (but excluding for the avoidance of doubt the Term B Lenders as to which clause (A) shall apply) and (C) so long as any Amended Intercreditor Notes are outstanding, the Supermajority Consenting Noteholders;
(iii) amend, modify or by waive any of the Administrative Agent provisions of Section 2.03, 2.04, 2.05, 2.07, 2.08 or 6.11 which would result in any change in the ratable sharing or allocation of any repayment of the Senior Debt Obligations required thereby without the written consent of (A) each Initial Lender (including each Term B Lender) owed any outstanding Senior Debt Obligations at the time of any such amendment, modification or waiver, (B) the Required Replacement Senior Debt Lenders under each Replacement Senior Debt Agreement in effect at the time of any such amendment, modification or waiver (but excluding for the avoidance of doubt the Term B Lenders as to which clause (A) shall apply) and (C) so long as any Amended Intercreditor Notes are outstanding, the Supermajority Consenting Noteholders;
(iv) (A) so long as any Amended Intercreditor Notes are outstanding, amend, modify or waive Section 2.05(d) without the written consent of the Required Consenting Noteholders and (B) so long as any Amended Notes are outstanding, amend, modify or waive Section 2.04(b), without the written consent of the Required Noteholders;
(v) release all or any substantial portion of the Collateral (including the Springdale Assets) in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any substantial portion of the Collateral (including the Springdale Assets) in any transaction or series of related transactions to secure any Obligations other than the Senior Debt Obligations (except to the extent expressly contemplated or permitted under any Financing Document) without the written consent of (A) each Initial Lender (including each Term B Lender) owed any outstanding Senior Debt Obligations at the time of such proposed release or creation, incurrence, assumption or permitted existence, (B) the Required Replacement Senior Debt Lenders under each Replacement Senior Debt Agreement in effect at the time of any such proposed release or creation, incurrence or permitted existence (but excluding for the avoidance of doubt the Term B Lenders as to which clause (A) shall apply) and (C) so long as any Amended Intercreditor Notes are outstanding, the Supermajority Consenting Noteholders; provided that notwithstanding the foregoing, any release of any amounts on deposit in, or credited to the Recovery Event Proceeds Account other than in accordance with the terms of this Agreement or any amendment, modification, or waiver to the provisions of Article IV relating to the Recovery Event Proceeds Account shall only require the consent of the Required Lenders) and the BorrowerCreditors; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);or
(vi) except so long as provided in any Senior Debt Obligations remain outstanding under the Term B Credit Agreement, amend, modify or waive Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii6.03(c) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Term B Lenders”, “Required Revolving Credit Lenders”, “without the prior written consent of the Required Term Loan B Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 1 contract
Samples: Security and Intercreditor Agreement (Allegheny Energy Supply Co LLC)
Amendments, Waivers, Etc. (1) Subject to any consents required pursuant to this Section 11.2 and ------------ any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by the Borrower and the Administrative Agent; provided that, the Administrative Agent may (without any -------- Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and the ------------ assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender's consent shall be required for any of the following which are otherwise required under the Loan Documents): (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, of the Loans or reduce the interest rate onthereon (except that Administrative Agent may, or without the Lenders' consent; waive the requirement that interest be paid at the Default Rate); (b) extend any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any stated payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing the Loans payable to such Lender Lender; (c) release the Borrower, any Guarantor or any other party from liability under the Loan Documents; (d) release or subordinate in whole or in part any material portion of the collateral given as security for the reduction of such Lender’s Commitment or the stated expiration date of Loans other than in accordance with Section 2.9; (e) modify any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral provisions of this Section, ----------- the definition of "Majority Lenders" or any Guarantor from its guaranty of any Obligation of other provision in the Borrower;
(vii) reduce Loan Documents specifying the number or increase the proportion percentage of Lenders required for to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; or (f) consent to (i) the Lenders sale, transfer or encumbrance of any portion of a Project (or any subset thereofinterest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by a Project, in each case to take the extent (and subject to any action hereunder standard of reasonability) such consent is required under the Loan Documents.
(2) Notwithstanding anything to contrary contained in this Agreement, any modification or change the definition supplement of Article 13, or of any of the terms “Required Lenders”rights or duties ---------- of the Administrative Agent hereunder, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;shall require the consent of the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Center Trust Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective with respect to this Agreement or the Obligations unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit each of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and the Borrower, and then any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions to Effectiveness), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions to any other provision Effectiveness), subject to the provisions of any Loan DocumentSection 3.2 (Determinations of Conditions);
(ii) increase or extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) extend the principal amount of, the interest rate onscheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any obligation scheduled date fixed for the payment or reduction of the Borrower to repay (whether principal or not on a fixed date), interest of any outstanding such Loan or fees owing to such Lender (excluding mandatory prepayments), it being understood that Section 2.9 (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iiiMandatory Prepayments) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other provide for scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender payment or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause Commitment);
(iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8reduce, or release the Borrower from its obligations to repay, the application principal amount of any payment, including as set forth in Section 2.12Loan owing to such Lender (other than by the payment or prepayment thereof);
(v) waive reduce the rate of interest on any Loan outstanding and owing to such Lender or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally)fee payable hereunder to such Lender;
(vi) expressly subordinate any of the Obligations or any Liens securing the Obligations except as provided in Section 10.10, accordance with the Collateral Trust Agreement and this Agreement;
(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment;
(viii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;
(ix) release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
except as provided in Section 10.8(b) (vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 1 contract
Amendments, Waivers, Etc. Subject to clauses (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letteri) and (ii) of this Section 12.06 and except as otherwise provided for in this Agreement, no amendment, modification, waiver or discharge or termination of, or consent to any departure by the Borrower or any Loan other Credit Party therefrom from, any provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent Credit Parties party thereto and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendmenthowever, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by notwithstanding the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the followingforegoing:
(i) unless agreed to by each of the Lenders directly and adversely affected thereby (but without requiring the consent of the Required Lenders) no such amendment, modification, waiver, discharge, termination or consent shall:
(A) increase any Commitment (other than with respect to any Incremental Facility pursuant to Section 2.22 in respect of which such Lender has agreed to be an Incremental Lender) or extend any Commitment, in each case, of any Lender (it being understood that any amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Event of Default, Default, mandatory prepayment (other than with respect to mandatory prepayments made pursuant to Section 2.06(a)) or mandatory reduction of the Commitments, shall not constitute such an increase or extension),
(B) change the definition of “Required Revolving Lenders” without the prior written consent of each Revolving Lender (it being understood that neither the consent of the Required Lenders nor the consent of any other Lender shall be required in connection with any change to the definition of “Required Revolving Lenders”);
(C) waive, amend or modify the provisions of (i) Section 2.14, Section 2.15 or the definition of “Applicable Percentage” in a manner that would by its terms alter the pro rata sharing of payments required thereby or any “waterfall” provision (except in connection with any transaction permitted under Section 2.22) or (ii) Section 10 of the Security Agreement;
(D) reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.08(b), which shall only require the consent of the Required Lenders) or any fee or premium payable hereunder (or otherwise change the form of payment of premium, interest or fees from cash); it being understood that no change in the definition of “Total Leverage Ratio” or any other ratio used in the calculation of the Applicable Margin Percentage or the Commitment Fee Rate, or in the calculation of any other interest or fee due hereunder (including any component definition thereof) shall constitute a reduction in any rate of interest or fee hereunder,
(E) extend (i) the time for payment of any principal or interest hereunder with respect to any Loan held by such Lender or (ii) the scheduled final maturity of any Loan or the date of any scheduled payment of any fee payable to such Xxxxxx xxxxxxxxx,
(F) reduce the principal amount of any Loan owed to such Lender or waive, reduce or postpone any scheduled repayment (but not prepayment) of principal of any Loan, or
(G) (i) waive, amend or modify the conditions to extension of Revolving Loans, or (ii) waive any condition specified Default or Event of Default resulting from the material inaccuracy of any representation or warranty in connection with any Borrowing of Revolving Loans, in each case without the written consent of the Required Revolving Lenders (but not the Required Lenders),
(ii) unless agreed to by each of the Lenders, no such amendment, modification, waiver, discharge, termination or consent shall effect:
(A) a change to any provision of Section 3.112.06(i) or this Section 12.06(ii), the definition of “Required Lenders” or a reduction in any voting percentage required to waive, amend or modify any right hereunder or make any determination or grant any consent hereunder, and
(B) (i) any release of all or substantially all of the Collateral, (ii) any amendment, modification, waiver or consent which subordinates (including any amendment, modification, waiver or consent that has the effect of subordinating or permitting the subordination of) the Liens on the Collateral securing the Secured Obligations to any other Indebtedness or any amendment, modification, waiver or consent which subordinates (including any amendment modification, waiver or consent that has the effect of subordinating or permitting the subordination of) the right of payment of all or any portion of the Obligations to the right of payment of any other Indebtedness, (iii) any release of Holdings or the Borrower from the Guaranty or (iv) any release of all or substantially all of the value of the Guaranty (in each case, except as otherwise expressly provided herein or in any condition referring other Credit Document, including pursuant to Sections 10.12 or 11.09) (for the avoidance of doubt, each of the Lenders shall be deemed to be directly and adversely affected by any such release) (it being understood that this clause (B) shall not (A) override the permission for (x) Liens expressly permitted by this Agreement as in effect on the Closing Date or (y) Indebtedness expressly permitted by this Agreement as in effect on the Closing Date or (B) restrict an amendment to increase the maximum permitted amount of Indebtedness under Section 8.02(f) and related Liens pursuant to Section 8.03(f), in each case of this Agreement as in effect on the Closing Date,
(iii) unless agreed to by each Issuing Lender, the Swingline Lender, or the Administrative Agent, as applicable, in addition to the Lenders required as provided hereinabove to take such action (including the amendment of this Section 12.06(iii)), affect the respective rights or obligations of such Issuing Lender, the Swingline Lender, or the Administrative Agent, respectively, hereunder or under any of the other Credit Documents. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement or any Loan provision of any other Credit Document;:
(i) if the Administrative Agent and the Borrower have jointly identified (x) any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature or any necessary or desirable technical change, in each case, in any provision of this Agreement or the other Credit Documents and/or (y) a provision that is more favorable to the Lenders, in their capacity as such, in connection with an Incremental Facility or as otherwise contemplated in this Agreement, then the Administrative Agent and the Borrower shall be permitted to amend and/or add, as applicable, such provision without the input or need to obtain the consent of any Lender, and the Administrative Agent shall provide notice of such amendments to the Lenders, provided that in the case of clause (x), the applicable amendment or modification to this Agreement or such other Credit Document shall be posted to the Platform for a period of five (5) Business Days prior to effectiveness thereof (and the Required Lenders shall not have objected to such amendment or modification during such five (5) Business Day period),
(ii) increase the Commitment Administrative Agent may, with the consent of the Borrower and the Issuing Lenders, amend, modify or supplement Article 3 hereof pertaining to Letters of Credit to make such Lender technical amendments as may be necessary or subject such Lender appropriate in the reasonable opinion of Issuing Lenders relating to Letters of Credit and, solely with the consent of the relevant Issuing Lender, waive, amend or modify any additional obligation;condition precedent set forth in Section 4.02 as it pertains to the issuance of any Letter of Credit,
(iii) reduce the Borrower and the Administrative Agent may, without the input or consent of any Lender, amend, supplement and/or waive any guaranty, collateral security agreement, pledge agreement and/or related document (including through release, forgiveness, assignment or otherwiseif any) executed in connection with this Agreement to (A) comply with any Requirement of Law or the advice of counsel or (B) cause any such guaranty, collateral security agreement, pledge agreement or other document to be consistent with this Agreement and/or the relevant other Credit Documents; it being agreed that in the case of any conflict (x) between this Agreement and the other Credit Documents (other than any Acceptable Intercreditor Agreement), this Agreement shall control and (y) between this Agreement and any Acceptable Intercreditor Agreement, such Acceptable Intercreditor Agreement shall control,
(iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (i) any such amendment, modification, waiver or consent to the extent that it relates to any matter that disproportionately affects any Defaulting Lender, (ii) the Commitment of any Defaulting Lender may not be increased or extended or (iii) any decrease, forgiveness or postponement in the payment of principal amount ofor interest of any Loan of any Defaulting Lender shall require the consent of such Defaulting Lender (it being understood that any Commitment or Loan held or deemed held by any Defaulting Lender shall be excluded from any vote hereunder that requires the consent of any Lender),
(v) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit any extension of credit from time to time outstanding thereunder and the accrued interest rate onand fees in respect thereof to share ratably in the relevant benefits of this Agreement and the other Credit Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion,
(vi) the Borrower and the Administrative Agent may, without the input or consent of any obligation other Lender (other than the relevant Lenders (including additional Lenders) providing Loans under Section 2.22), effect amendments to this Agreement and the other Credit Documents (x) as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to repay effect the provisions of Section 2.22 (whether or not on a fixed dateany other provision specifying that any waiver, amendment or modification may be made with only the consent or approval of the Administrative Agent) or as otherwise permitted pursuant to Section 2.22(a), any outstanding Loan owing to such Lender (excluding mandatory prepayments2.22(b), (B2.22(f), 2.22(g) any fee or accrued interest payable to such Lender or (C2.22(h) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) to add terms (including representations and warranties, conditions, prepayments, covenants or events of default), in connection with the addition of any modification additional facility hereunder or otherwise, that are favorable to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;the then-existing Lenders, as reasonably determined by the Administrative Agent, and
(ivvii) extendthe Borrower and the applicable Issuing Lender may, waive without the input or postpone consent of any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction Administrative Agent, amend or otherwise modify any Letter of such Lender’s Commitment Credit or waive any rights thereunder (other than extensions of the stated expiration date of any Letter of Credit beyond the Initial Revolving Credit Termination Maturity Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Amendments, Waivers, Etc. Except as otherwise expressly set forth in this Agreement (a) No amendment or waiver including Section 3.08), with the written consent of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendmentRequired Lenders, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided, that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided, that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Termination Date without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Loan or any Note (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 10.01 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (Bxi) grant a new Lien for change the benefit sharing provisions among Lenders without the consent of each Lender directly affected thereby; provided, further, that the consent (not to be unreasonably withheld, delayed or conditioned) of the Secured Parties Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Notwithstanding the foregoing, in addition to the receipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Article IX or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend an existing Lien over additional propertyto any subsequent or other Default or Event of Default, by or impair any right consequent thereon. Notwithstanding anything to the Collateral contrary in this Section 10.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and (2) the Borrower shall be permitted to amend such provision, and, in the case each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same (x) does not adversely affect the rights of any Lender or (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or consent by effected in accordance with this Section 10.01 shall be binding upon each Person that is at the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) time thereof a Lender and the Borrower; provided, each Person that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such subsequently becomes a Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with the consent of such Lenderfor its own account), in addition to or (ii) extend the Maturity Date or any other Person scheduled date for the signature payment of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision principal of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment any scheduled date for the mandatory reduction or otherwise) (A) the principal amount of, the interest rate on, or termination of any obligation of the Borrower to repay (whether or not on a fixed dateCommitments), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan (other than additional interest payable under Section 2.8(b) at the election of the Required Lenders, as provided therein), any fees (other than fees payable to the Administrative Agent for its own account) or fee owing to such Lender any other Obligations or for extend the reduction of such Lender’s Commitment or the stated expiration expiry date of any Letter of Credit beyond in a manner not permitted under ARTICLE III;
(b) unless agreed to by all of the Revolving Credit Termination Date; providedLenders, (i) except as set forth in Section 2.20, increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such an increase), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that this clause (iv) does not apply shall be required for the Lenders or any of them to any change to mandatory prepayments, including those required under Section 2.8take or approve, or direct the Administrative Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”), “Required Revolving (iii) except as may be otherwise specifically provided in this Agreement or in any other Credit Lenders”Document, “Required Term Loan Lenders”release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, “Pro Rata Share” or “Pro Rata Outstandings”;(iv) change any provision of Sections 2.15 and 2.20 or this Section; and
(c) unless agreed to by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and provided further that the Fee Letter may be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent with or the consent of such LenderArranger for its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any final scheduled maturity date or any other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (including any scheduled date for the mandatory reduction or fee owing termination of any Commitments, but excluding any mandatory prepayment of the Loans pursuant to Sections 2.6(c) or reduction or termination of the Commitments in connection therewith), or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arranger for its own account), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory reduction in the Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such Lender waiver), shall not constitute such an increase);
(b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Administrative Agent to the application of take, any payment, action hereunder or under any other Credit Document (including as set forth in Section 2.12;
the definition of “Required Lenders”), (vii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (iii) change or waive or amend any provision of Section 2.12(c) (Application 2.14, any other provision of Payments during an Event this Agreement or any other Credit Document requiring pro rata treatment of Default) any Lenders, or this Section 2.12(d) (Application of Payments Generally);9.5; and
(vic) except unless agreed to by the Administrative Agent in addition to the Lenders required as provided in Section 10.10hereinabove to take such action, release all affect the respective rights or substantially all obligations of the Collateral Administrative Agent hereunder or under any Guarantor from its guaranty of any Obligation of the Borrower;
(viiother Credit Documents. Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, 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) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Bankruptcy Code supersedes the unanimous consent provisions set forth herein.
Appears in 1 contract
Amendments, Waivers, Etc. With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (awhich, for the avoidance of doubt, shall require the prior written consent of the Borrower) No amendment and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment of any Lender 13536512v6 without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Loan or any Note (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Loan or any Note without the consent of each Lender directly affected thereby, (vi) decrease or forgive the principal amount of any Loan, any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, in addition to the receipt of the prior written consents of the Borrower and the Required Lenders, no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent under any Loan Document without the written consent of the Administrative Agent. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other Person party hereto, (2) [reserved], (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower Borrower) if the same (x) does not adversely affect the rights of any Lender or (By) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, is not objected to in writing by the Collateral Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (2) in as so amended or amended and restated, as the case may be), the Commitments of any such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent by effected in accordance with this Section 11.1 shall be binding upon each Person that is at the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) time thereof a Lender and the Borrower; provided, each Person that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such subsequently becomes a Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (CVS HEALTH Corp)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter) and no nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and, in the case of any amendment, by each Borrower, and then any such waiver or consent shall be effective only in the Borrowerspecific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby thereby, in addition to the Requisite Lenders (or by the Administrative Agent with the consent of such Lenderthereof), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.13.1 (Conditions Precedent to the Effectiveness of this Agreement) or 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit), except any with respect to a condition referring based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to any other provision the Effectiveness of any Loan Document;this Agreement), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions); AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY
(ii) increase the Revolving Credit Commitment or Australian Dollar Sublimit of such Lender or subject such Lender to any additional obligation; provided, however, that any such increase with respect to the Australian Dollar Sublimits shall require the consent of the Requisite Australian Dollar Lenders;
(iii) reduce (including through release, forgiveness, assignment extend the scheduled final maturity of any Loan or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan Reimbursement Obligation owing to such Lender (excluding mandatory prepaymentsincluding by extending the Scheduled Termination Date), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, any payment of principal of or interest on of any such Loan or fee Reimbursement Obligation or fees owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, (it being understood that this clause Section 2.9 (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;
Appears in 1 contract
Samples: Credit Agreement (S&c Holdco 3 Inc)
Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any U.S. Loan Document (other than the Fee Letter) and no consent to any departure by any U.S. Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) as provided in Section 2.18, (2) in the case of an amendment, consent or waiver to (A) to cure any technical error, ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower inconsistency or (B) grant granting a new Lien for the benefit of the U.S. Secured Parties or extend extending an existing Lien over additional propertyProperty, in each case by the U.S. Collateral Agent and Agents, the Borrower and any other U.S. Loan Party which is a party to the U.S. Loan Document in question, (23) in the case of any other amendment, waiver or consent (other than to effect the intent of clauses (ii), (iii) and (iv) below which, for the avoidance of doubt, shall require consent of each Lender directly affected thereby (or by the Administrative Agent with consent of such Lender) and which shall not require consent of the Required Lenders), by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (4) in the case of any other amendment (other than to effect the intent of clauses (ii), (iii) and (iv) below which, for the avoidance of doubt, shall also require consent of each Lender directly affected thereby (or by the Administrative Agent with consent of such Lender) and which shall not require consent of the Required Lenders), by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:;
(i) waive any condition specified in Section 3.1Article 3, except any condition referring to any other provision of any U.S. Loan Document;
(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments)Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a U.S. Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V 5 or in any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination DateCommitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided in Section 10.10, release all or substantially all of the U.S. Collateral or any Guarantor from its guaranty of any U.S. Secured Obligation of the Borrower;
(viivi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or
(vii) alter Section 2.3 or U.S. Revolving Borrowing Base in a manner that is less favorable to the Lenders or affects the amount of U.S. Revolving Loans to be made thereunder; and provided, further, that no amendment, consent or waiver described in clause (3) or (4) above shall, unless in writing and signed by each Lender (or by the Administrative Agent with the consent of each Lender), in addition to any other Person the signature of which is otherwise required pursuant to any U.S. Loan Document, (i) change the definition of the terms “Required Lenders” or (ii) amend Section 2.8(a) (or any related definition), Section 2.12(c) or (d), Section 10.10, Section 10.11, Section 11.9 or this Section 11.1;
Appears in 1 contract
Amendments, Waivers, Etc. (a) No amendment Except as otherwise set forth in this Agreement with respect to actions by the Agent or waiver of as otherwise set forth in any Loan Document, neither this Agreement, the Notes nor any other Loan Document nor any provision of any this Agreement, the Notes, or the Loan Document (other than Documents may be amended, waived, discharged or terminated except by a written instrument signed by the Fee Letter) Agent on behalf of the Lenders or by the Required Lenders, and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistencyamendments, by the Administrative Borrower.
(i) Except where this Agreement or any of the other Loan Documents authorizes or permits the Agent to act alone and except as otherwise expressly provided in this Section 11.7(b), any action to be taken (including the giving of notice) by the Lenders may be taken, and any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, and any term of this Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or mentioned therein may be amended, and the performance or observance by the Borrower or (B) grant a new Lien for the benefit any other Person of any of the Secured Parties terms thereof and any Default or extend an existing Lien over additional propertyEvent of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively), by in each case only with the Collateral Agent and written consent of the Borrower and Required Lenders; provided, however, that (2a) in the case of any other no amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby the Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights, duties or liabilities of the Agent under this Agreement or any other Loan Document, (b) any fee or by other amount payable solely to the Administrative Agent may be amended with the consent of such Lender)Borrower and the Agent, (c) no amendment, waiver or consent, unless in writing and signed by the Swingline Lender in addition to the Required Lenders or all Lenders as the case may be, shall affect the rights, duties or liabilities of the Swingline Lender under this Agreement or any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective and (d) no amendment, waiver or consent, unless in writing and signed by U.S. Bank in addition to the Required Lenders or all Lenders, as the case may be, shall affect the rights, duties or liabilities of U.S. Bank under this Agreement or any other Loan Document with respect to the Total Demonstrator Vehicle Commitment; provided, further, that the Swingline Lender may increase the Swingline Commitment (not to exceed $10,000,000) and the Fee associated with such Commitment without the consent of any other Lender, and U.S. Bank may increase the Fee associated with the Total Demonstrator Vehicle Commitment without the consent of any other Lender.
(ii) Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the followingfollowing unless in writing and signed by ALL of the Lenders:
(iA) waive any condition specified in Section 3.1, except any condition referring to any other provision increase the amount of or extend the Maturity Date or the termination date of any Commitment of any Lender, or increase the Total New Vehicle Commitment, Total Program and Used Vehicle Commitment, the Total Demonstrator Vehicle Commitment, or the Acquisition Loan DocumentCommitment;
(iiB) increase the Commitment of such Lender postpone or subject such Lender to delay any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, date fixed by this Agreement or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding other Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to Document for any payment of any such increase principal, interest, fees or (y) any modification other amounts due to any financial covenant set forth in Article V Lender under this Agreement or in under any definition set forth therein other Loan Document (except as they relate to Swingline Loans or principally used therein;
(ivDemonstrator Vehicle Loans, which shall only require the consent of the Lender(s) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any having a Swingline Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provideda Demonstrator Vehicle Loan Commitment, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;
(v) waive or amend any provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generallyrespectively);
(viC) reduce the principal of, or the rate of interest on any Obligations, including any Loan, or any fees or other amounts payable under this Agreement or under any other Loan Document (except as provided in Section 10.10they relate to Swingline Loans or Demonstrator Vehicle Loans, release all or substantially all which shall only require the consent of the Collateral Lender(s) having a Swingline Loan Commitment or any Guarantor from its guaranty of any Obligation of the Borrowera Demonstrator Vehicle Loan Commitment, respectively);
(viiD) reduce or increase change the proportion definition of Lenders Required Banks which are required for the Lenders (or any subset thereof) to take any action hereunder under this Agreement;
(E) amend this Section 11.7(b), or change the definition any provision in this Agreement which requires consent on other action by all Lenders;
(F) release all or a substantial part of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;Collateral for the Obligations; or
(G) release any Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Lithia Motors Inc)
Amendments, Waivers, Etc. (a) No amendment amendment, modification, waiver or waiver of any provision of any Loan Document (other than the Fee Letter) and no discharge or termination of, or consent to any departure by the Borrower from, any Loan Party therefrom provision of this Agreement or any other Credit Document, shall be effective unless the same shall be in a writing and signed (1) in the case of an amendment, consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders) ), and then the Borrowersame shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent or waiver described in clause shall:
(2a) above shall, unless in writing and signed agreed to by each Lender directly affected thereby thereby, (i) reduce or by forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations (other than fees payable to the Administrative Agent with the consent of such Lenderfor its own account), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following:
(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;
or (ii) increase extend the Commitment of such Lender or subject such Lender to any additional obligation;
(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant Maturity Date as set forth in Article V SECTION 2.18 or in otherwise or any definition set forth therein or principally used therein;
(iv) extend, waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, payment of any principal of or interest on any Loan (other than interest payable under SECTION 2.7(B)), any fees (other than fees payable to the Administrative Agent for its own account) or fee owing any other Obligations;
(b) unless agreed to by all of the Lenders, (i) increase or extend any Commitment of any Lender (it being understood that a waiver of any Event of Default, if agreed to by the requisite Lenders hereunder, shall not constitute such Lender an increase), (ii) change the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the reduction Lenders or any of such Lender’s Commitment them to take or the stated expiration date of any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8approve, or direct the Administrative Agent to the application of take, any payment, action hereunder (including as set forth in Section 2.12;
the definition of "Required Lenders"), or (viii) waive or amend change any provision of Section 2.12(c) (Application of Payments during an Event of Default) SECTION 2.14 or Section 2.12(d) (Application of Payments Generally);
(vi) except as provided this Section; 66 and PROVIDED FURTHER that the Fee Letter may be amended or modified, and any rights thereunder waived, in Section 10.10, release all or substantially all of a writing signed by the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;
(vii) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Everest Reinsurance Holdings Inc)
