Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following: (a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1); (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document; (c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or (e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks; (f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Xtra Corp /De/)
Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and Parent) and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Xtra Corp /De/)
Consents Amendments and Waivers. 14.1.1 Amendment No amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent with respect to including any departure by the Company therefromextension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective unless without the same shall be in writing and signed by prior written agreement of Agent (with the Majority Banks (or by the Administrative Agent at the written request consent of the Majority BanksRequired Lenders) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any each Obligor party to such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenLoan Document; provided, that no such waiverhowever, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:that
(a) increase without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or extend the Commitment discretion of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1)Agent;
(b) postpone or delay any date fixed by this Agreement without the prior written consent of Issuing Bank, no modification shall alter Section 2.3 or any other provision in a Loan Document for any payment that relates to Letters of principal, interest, fees or other amounts due to the Banks (Credit or any rights, duties or discretion of them) hereunder or under any other Loan DocumentIssuing Bank;
(c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the principal amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the rate of interest specified herein on any Loan, Revolver Termination Date applicable to such Lender’s Obligations; or (subject to iv) amend this clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Documentc);
(d) change without the percentage prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.6.2, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the Commitments definition of Pro Rata or of the aggregate unpaid principal amount of the Loans which is required Required Lenders; (iii) release all or substantially all Collateral; or (iv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for the Banks or any of them to take any action hereunder; orObligations;
(e) without the prior written consent of the Supermajority Lenders, amend this Section 24, or Section 10, the definition of Borrowing Base (or any provision herein providing for consent or other action by all Banks;defined term used in such definition) if the effect of such amendment is to increase borrowing availability; and
(f) releasewithout the prior written consent of a Secured Bank Product Provider, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, modification shall affect the rights or duties of the Administrative Agent its relative payment priority under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretoSection 5.6.2.
Appears in 1 contract
Consents Amendments and Waivers. Out-of-Formula Loans. ------------------------------------------------------
12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders and Borrowers, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended
1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any departure of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (h) release any Obligor from liability for any of the Company therefromObligations. In no event shall any amendment to the provisions of Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that -------- ------- the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective unless the same shall be only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Gulf States Steel Inc /Al/)
Consents Amendments and Waivers. 12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders and Borrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; PROVIDED, HOWEVER, that, without the prior consent of all Lenders, no waiver of any Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9.
1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders (except a defaulting Lender as provided in Section 3.2 of this Agreement) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 5.1, 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definitions, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders; (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments); (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgment, to comply with Applicable Law); (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3 hereof) or the unused line fee in Section 2.2.3 hereof; (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions; (f) alter the time or amount of repayment of any departure of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace); (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness; or (h) release any Obligor from liability for any of the Company therefromObligations. In no event shall any amendment to the provisions of Sections 1.3 or 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it, unless such amendment or modification is consented to in writing by all Lenders; PROVIDED, HOWEVER, that the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective unless the same shall be only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Metromedia International Group Inc)
Consents Amendments and Waivers. 12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders, Borrowers and PLC, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, however, that (i) without the prior written consent of Agent, no amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including this Section 12) to the extent such provision relates to the rights, duties, immunities or discretion of Agent; (ii) without the prior written consent of Fleet, no amendment or waiver with respect to the provisions of Sections 1.3 or 3.1.3 shall be effective; (iii) without the prior written consent of all Lenders, no waiver of any Default or Event of Default shall be effective unless if the same Default or Event of Default relates to either Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth in this Section 12.9.1; and (iv) written agreement of all Lenders (except a defaulting Lender as provided in Section 3.2) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.2, 2.4, 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 4.9, 4.10, 5.1, 12.9, 14.2, 14.3 or 14.16, (b) amend the definitions of "Pro Rata," "Required Lenders," "Availability Reserve" or "Borrowing Base" (and the other defined terms used in such definitions), or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, (c) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (d) alter or amend (other than to increase) the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgment, to comply with Applicable Law), (e) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in Section 5.2.3) or the unused line fee in Section 2.2.2, (f) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with Borrowers' incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the Ordinary Course of Business that relate to deposit accounts with such financial institutions, (g) alter the time or amount of repayment of any of the Loans (except a moratorium or deferral of payment pursuant to a forbearance agreement entered into by Agent and the Required Lenders with Borrowers at any time an Event of Default exists) or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), (h) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, or (i) release any Obligor from liability for any of the Obligations (other than any Obligor that may be sold in conformity with the terms of this Agreement. No Lender shall be authorized to amend or modify any Note held by it, unless such amendment or modification is consented to in writing by all Lenders; provided, however, that the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrowers and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Danka Business Systems PLC)
Consents Amendments and Waivers. 12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders and Borrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9.
1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.5, 4.6, 5.1, 11.3.6 (the last paragraph), 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Revolver Loans (except as may be expressly authorized by the DIP Financing Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the DIP Financing Documents or the unused line fee in Section 2.2.3 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the DIP Financing Documents to Liens granted to any other Person, except pursuant to the Intercreditor Agreement and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to Deposit Accounts with such financial institutions, (f) alter the time or amount of repayment of any departure of the Obligations or waive any Event of Default resulting from nonpayment of the Obligations on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, (h) release any Obligor from liability for any of the Company therefromObligations or (i) release any Collateral, except as currently provided in this Agreement. In no event shall any amendment to the provisions of Section 1.2 or Section 3.1.3 be effective without the prior written consent of Fleet. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; provided, however, that the foregoing shall not be construed to -------- ------- prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this Section 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Revolver Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective unless the same shall be only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Gulf States Steel Inc /Al/)
Consents Amendments and Waivers. (a) No amendment or waiver modification of any provision of this Agreement or any of the other Loan DocumentDocuments, and nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement or consent of the Required Lenders; provided, however, that
(i) without the prior written consent of the Agent, no consent amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including this Article 7) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Agent;
(ii) without the prior written consent of the Agent, no amendment or waiver with respect to the definition of “Defaulting Lender” (except to be more inclusive of the facts and circumstances which cause a Lender to become a Defaulting Lender) shall be effective;
(iii) without the prior written consent of each affected Lender (including any Defaulting Lender), no amendment or waiver shall be effective unless that would (1) increase or otherwise modify any Lending Amount of such Lender (other than to reduce such Lender’s Lending Amount on a proportionate basis with the same Lending Amounts of other Lenders); (2) alter (other than to increase) the rate of interest or fees payable in respect of any Obligations owed to such Lender; (3) waive or defer collection of any interest or fee payable to such Lender; (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; or (5) extend the Maturity Date (which consent, for the avoidance of doubt, is not required in connection with any automatic extension of the Maturity Date); and
(iv) without the prior written consent of all Lenders (except a Defaulting Lender), no amendment or waiver shall be effective that would (1) waive any Default or Event of Default if the Default or Event of Default relates to the Borrower’s failure to observe or perform any covenant that may not be amended without the unanimous written consent of the Lenders (and, where so provided hereinafter, the written consent of the Agent) as hereinafter set forth, (2) alter the provisions of Section 1.3(d), Section 1.9, Section 2.1 (except to add to the categories of property of the Borrower constituting Collateral), Section 7.5, this Section 7.11, Section 8.4 or Section 8.9, (3) amend the definitions of “Pro Rata” or “Required Lenders” (and the other defined terms used in writing and signed such definitions), or any provision of this Agreement obligating the Agent to take certain actions at the direction of the Required Lenders, or any provision of any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders, (4) subordinate the priority of any Liens granted to the Agent under any of the Loan Documents to consensual, non-statutory Liens granted after the Closing Date to any other Person, except as currently provided in or contemplated by the Majority Banks Loan Documents (or by the Administrative Agent at the written request including a subordination in favor of the Majority Banksholders of Permitted Liens that are permitted to have priority over the Agent’s Liens), or (5) and the Company (or, in the case release any Loan Party from liability for any of the GuarantyObligations.
(b) The Borrower will not, directly or indirectly, pay or cause to be paid any remuneration or other thing of value, whether by way of supplemental or additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for or as an inducement to the Parent) consent to or agreement by such Lender with any waiver or amendment of any of the terms and acknowledged by provisions of this Agreement or any of the Administrative Agent, and then other Loan Documents to the extent that the agreement of all Lenders to any such waiver or consent shall be effective only in amendment is required, unless such remuneration or thing of value is concurrently paid, on the specific instance and for the specific purpose for which givensame terms, on a Pro Rata or other mutually agreed upon basis to all Lenders; provided, however, that no such waiver, amendment, or consent shall, unless the Borrower may contract to pay a fee only to those Lenders who actually vote in writing and signed by all to approve any waiver or amendment of the Banks terms and the Company (or, in the case provisions of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any of the other Loan Document for any payment of principal, interest, fees or other amounts due Documents to the Banks (extent that such waiver or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage amendment may be implemented by vote of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, Required Lenders and such waiver or consent shall, unless amendment is in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofact approved.
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Corp.)
Consents Amendments and Waivers. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or waiver of any provision of this Agreement modified except pursuant to an agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be agreements in writing and signed by entered into by, or approved in writing by, the Majority Banks (or by Borrower, the Administrative Agent at the written request of the Majority Banks) Guarantors and the Company (orRequired Lenders, in the case of the Guarantyprovided, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedhowever, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
agreement shall (a) increase decrease the principal amount of any Loan, or extend the Commitment maturity of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for scheduled date of payment of principal or interest, or waive or excuse any payment of principal, interest, fees principal or other amounts due to the Banks (interest or any of them) hereunder or under any other Loan Document;
(c) reduce the principal ofpart thereof, or decrease the rate of interest specified herein on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (subject to clause b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (iic) below) any fees amend or other amounts payable hereunder modify the provisions of Sections 2.12, 2.13, 2.14 or under any other Loan Document;
the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the percentage allocation among the Lenders of any repayment made under Section 2.10 without the Commitments or prior written consent of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
each Lender affected thereby, (e) amend this reduce the collateral coverage requirements of Section 245(l) hereof, or Section 10without the prior written consent of each Lender, or any provision herein providing for consent or other action by all Banks;
(f) releaseamend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the BanksBrazilian Collateral Agent, as the case may be, affect shall exercise rights thereunder that explicitly require the rights or duties consent of the Administrative Agent Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under this Agreement any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofurther exercise thereof.
Appears in 1 contract
Samples: Export Prepayment Facility Agreement (Adecoagro S.A.)
Consents Amendments and Waivers. No Subject to Sections, 13.8(a), (b) and (c), any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Additional Purchasers as provided in Sections 13.8(c) and (d) and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 12.8 shall be binding upon each of the parties hereto.
(a) Subject to the terms of Sections 13.8(b) and (c), and except to the extent expressly provided in Section 9, to the extent that (i) the terms of this Agreement require a Credit Party to obtain the consent or approval of the Additional Purchasers, (ii) the terms of this Agreement require or permit the Collateral Agent to take any action, including but not limited to declaring an Event of Default, (iii) a Credit Party seeks an amendment to or termination of any of the terms of this Agreement or (iv) a Credit Party seeks a waiver of any right of the Additional Purchasers under this Agreement, such consent, approval, action, termination, amendment or waiver (each, an "Approval") shall be made by a 63% in Interest Additional Purchasers.
(b) Notwithstanding anything to the contrary contained in Section 12.8(a), the Purchasers and the Company shall not, without the prior written consent and approval of at least the Supermajority Additional Purchasers, amend, modify, terminate or obtain a waiver of any provision of this Agreement Agreement, which will have the effect of (i) reducing the principal amount of any Notes or of any other Loan Document, and no consent with respect payment required to any departure by be made to the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendmentholders thereof, or consent shall, unless in writing and signed by all modifying the terms of a payment or prepayment thereof or (ii) reducing the Banks and rate or extending the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document time for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or interest under any other Loan Document;Notes or (iii) releasing any collateral.
(c) reduce Notwithstanding anything to the principal ofcontrary contained in this Section 12.8, the Purchasers and the Company shall not, without the prior written consent and approval of at least the 63% in Interest Purchasers, amend, modify, terminate or the rate obtain a waiver of interest specified herein on any Loanprovision of Section 7, Section 9 or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;Section 12 of this Agreement.
(d) change Notwithstanding anything to the percentage contrary contained in Section 12.8(a), following a default pursuant to Section 6.1(a) hereof (a) each Additional Purchaser shall be permitted to exercise all of its rights and remedies under this Agreement, the Note held by such Additional Purchaser, and the Transaction Documents individually, and (b) the Company shall be required to seek any and all consents, approvals, waivers, terminations or amendments pursuant to this Agreement from each such Additional Purchaser individually, as provided in this Agreement. Each Additional Purchaser agrees that, for the benefit of the Commitments or other Additional Purchasers, any proceeds received by such Additional Purchaser as a result of the aggregate unpaid principal amount exercise of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing rights and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent remedies under this Agreement or any other Loan Documentpursuant to this Section 12.8(d) will be divided, and (ii) the Fee Letter may be amendedpro rata, or rights or privileges thereunder waived, in a writing executed by the parties theretoamong all Additional Purchasers.
Appears in 1 contract
Consents Amendments and Waivers. 12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders and Borrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; PROVIDED, HOWEVER, that, (i) without the prior written consent of Agent, no amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromDIP financing Agreements (including SECTION 12 hereof) to the extent such provision relates to the rights, duties or immunities of Agent; (ii) without the prior written consent of all Lenders, no waiver of any Default or Event of Default shall be effective unless if the same Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders as hereinafter set forth in this SECTION 12.9.1; and (iii) the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of SECTIONS 2.6, 4.5, 4.6, 5.1, 12, 14.2 OR 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend (other than to increase) the rate of interest payable in respect of the Revolver Loans (except as may be expressly authorized by the DIP Financing Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the DIP Financing Documents or the unused line fee in SECTION 2.2.2 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the DIP Financing Documents to Liens granted to any other Person, except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to Deposit Accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Obligations or waive any Event of Default resulting from nonpayment of the Obligations on the due date thereof (or within any applicable period of grace), (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness, (h) release any Obligor from liability for any of the Obligations or (i) release any Collateral, except as provided in this Agreement. No Lender shall be authorized to amend or modify any Note held by it unless such amendment or modification is consented to in writing by all Lenders; PROVIDED, HOWEVER, that the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this SECTION 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Post Petition Loan and Security Agreement (Drypers Corp)
Consents Amendments and Waivers. No amendment or waiver 14.1.1. Amendment. NoSubject to Section 3.6(c), no modification of any provision of this Agreement or any other Loan Document, and no consent with respect to including any departure by the Company therefromextension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective unless without the same shall be in writing and signed by prior written agreement of Agent (with the Majority Banks (or by the Administrative Agent at the written request consent of the Majority BanksRequired Lenders) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any each Obligor party to such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenLoan Document; provided, that no such waiverhowever, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:that
(a) increase without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or extend the Commitment discretion of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1)Agent;
(b) postpone or delay any date fixed by this Agreement without the prior written consent of Issuing Bank, no modification shall alter Section 2.3 or any other provision in a Loan Document for any payment that relates to Letters of principal, interest, fees or other amounts due to the Banks (Credit or any rights, duties or discretion of them) hereunder or under any other Loan DocumentIssuing Bank;
(c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the principal amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (other than a waiver of default interest or of any Default or Event of Default each of which shall only require Required Lender consent and except as provided in Section 4.2); (iii) extend the rate of interest specified herein on any Loan, Revolver Termination Date applicable to such Lender’s Obligations; or (subject to iv) amend this clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Documentc);
(d) change without the percentage prior written consent of Supermajority Lenders, no modification shall amend the Commitments definition of Borrowing Base, Accounts Formula Amount or of the aggregate unpaid principal amount of the Loans which is required for the Banks Inventory Formula Amount (or any defined term used in such definitions) if the effect of them such amendment is to take any action hereunder; orincrease borrowing availability;
(e) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.6.2 or 14.1.1; (ii) amend this Section 24the definitions of Pro Rata, Required Lenders, or Section 10Supermajority Lenders; (iii) release all or substantially all Collateral except pursuant to transactions otherwise permitted by this Agreement; (v) except in connection with a merger, disposition or similar transaction expressly permitted by this Agreement, release any provision herein providing Obligor from liability for consent any Obligations or (vi) except in a transaction permitted by this Agreement, subordinate the Obligations of Obligors (other than in respect of debtor-in-possession financings provided under the Bankruptcy Code or similar debtor relief or debt adjustments laws of the United States or other action by all Banks;applicable jurisdictions from time to time in effect).
(f) releasewithout the prior written consent of a Secured Bank Product Provider, amend or otherwise modify the Guaranty; andno modification shall affect its relative payment priority under Section 5.6.2. Xxxxxxxx – Loan, provided, further, that (i) no amendment, waiver or consent shall, unless in writing Security and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Guaranty Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.#53354946
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.)
Consents Amendments and Waivers. (a) No amendment or waiver modification of any provision of this Agreement or any of the other Loan DocumentDocuments, and nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement or consent of the Required Lenders; provided, however, that
(i) without the prior written consent of the Administrative Agent, no consent amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent;
(ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(d) shall be effective;
(iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective unless the same shall be in writing and signed by the Majority Banks that would (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a1) increase or extend the otherwise modify any Commitment of any Bank such Lender (or reinstate any other than to reduce such Lender’s Commitment terminated pursuant on a proportionate basis with the same Commitments of other Lenders); (2) alter (other than to Section 10.1);
(bincrease) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on payable in respect of any Loan, Obligations owed to such Lender; (3) waive any interest or fee payable to such Lender pursuant to Section 3; or (subject 4) subordinate the payment of any Obligations owed to clause (ii) below) such Lender to the payment of any fees or other amounts payable hereunder or under any other Loan Document;Indebtedness; and
(div) without the prior written consent of all Lenders, no amendment or waiver shall be effective that would (1) waive any Default or Event of Default if the Default or Event of Default relates to the Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of the Administrative Agent) as hereinafter set forth; (2) change the percentage number of the Commitments or of the aggregate unpaid principal amount of the Loans which is Lenders that shall be required for the Banks Lenders or any of them to take any action hereunder; or
(e3) amend the definition of "Required Lenders"; (4) amend this Section 249.9; (5) reduce the amount of principal of, or Section 10interest on, or the interest rate applicable to, the Loans or any provision herein providing for consent fees payable hereunder; (6) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other action by amounts payable hereunder is required to be made; (7) release all Banks;
or substantially all the Collateral; or (f) release, 8) amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by definition of "Borrowing Base" if the Administrative Agent in addition effect thereof would be to increase the amount of Revolving Credit Loans available to the Majority Banks Borrower or all amend the Banks, as the case may be, affect the rights definitions of "Availability Block" or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto"Excess Availability".
Appears in 1 contract
Samples: Loan and Security Agreement (Westpoint International Inc)
Consents Amendments and Waivers. Amendment. No amendment or waiver modification of any provision of this Agreement or any other Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of Agent, no consent modification shall be effective with respect to any departure by provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the Company therefromprior written consent of Issuing Bank, no modification shall be effective unless with respect to any LC Obligations or any other provision in a Loan Document that relates to any rights, duties or discretion of Issuing Bank; (c) without the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the prior written request consent of the Majority Banks) and the Company (oreach affected Lender, in the case of the Guarantyincluding a Defaulting Lender, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent no modification shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company would (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(ai) increase or extend the Commitment of any Bank such Lender; (ii) reduce the amount of, or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone waive or delay payment of, any date fixed by this Agreement or any other Loan Document for any payment of principal, interestinterest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of all Lenders (except any Defaulting Lender), fees no modification shall be effective that would (i) alter Section 5.5.2, 7.1 (except to add Collateral) or other amounts due to 15.1.1; (ii) amend the Banks definition of Borrowing Base (or any of themdefined term used in such definition), Pro Rata or Required Lenders; (iii) hereunder increase any advance rate or under any other Loan Document;
decrease the Availability Reserve; (civ) reduce the principal of, release all or the rate of interest specified herein on any Loan, substantially all Collateral; or (subject to clause (iiv) below) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any fees or other amounts payable hereunder or under Obligor from liability for any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunderObligations; or
and (e) amend this without the prior written consent of a Secured Bank Product Provider, no modification shall be effective that affects its relative payment priority under Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto5.5.
Appears in 1 contract
Consents Amendments and Waivers. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or waiver of any provision of this Agreement modified except pursuant to an agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be agreements in writing and signed by entered into by, or approved in writing by, the Majority Banks (or by Borrower, the Administrative Agent at the written request of the Majority Banks) Guarantors and the Company (orRequired Lenders, in the case of the Guarantyprovided, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedhowever, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
agreement shall (a) increase decrease the principal amount of any Loan, or extend the Commitment maturity of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for scheduled date of payment of principal or interest, or waive or excuse any payment of principal, interest, fees principal or other amounts due to the Banks (interest or any of them) hereunder or under any other Loan Document;
(c) reduce the principal ofpart thereof, or decrease the rate of interest specified herein on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (subject to clause b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (iic) below) any fees amend or other amounts payable hereunder modify the provisions of Sections 2.12, 2.13, 2.14 or under any other Loan Document;
the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the percentage allocation among the Lenders of any repayment made under Section 2.10 without the Commitments or prior written consent of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
each Lender affected thereby, (e) amend this reduce the collateral coverage requirements of Section 245(l) hereof, or Section 10other than as permitted under the Credit Documents, or any provision herein providing for without the prior written consent or other action by all Banks;
of each Lender, (f) releaseamend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the BanksCollection Account Agent, as the case may be, affect shall exercise rights thereunder that explicitly require the rights or duties consent of the Administrative Agent Lenders or the Required Lenders or agree to amendments or modifications thereof, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under this Agreement any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofurther exercise thereof.
Appears in 1 contract
Samples: Export Prepayment Finance Agreement (Adecoagro S.A.)
Consents Amendments and Waivers. (a) No amendment or waiver modification of any provision of this Agreement or any of the other Loan DocumentDocuments, and nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement or consent of the Required Lenders; provided, however, that
(i) without the prior written consent of the Agent, no consent amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including this Article 7) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Agent;
(ii) without the prior written consent of the Agent, no amendment or waiver with respect to the definition of “Defaulting Lender” (except to be more inclusive of the facts and circumstances which cause a Lender to become a Defaulting Lender) shall be effective;
(iii) without the prior written consent of each affected Lender (including any Defaulting Lender), no amendment or waiver shall be effective unless the same shall be in writing and signed by the Majority Banks that would (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a1) increase or extend otherwise modify any Lending Amount of such Lender (other than to reduce such Lender’s Lending Amount on a proportionate basis with the Commitment same Lending Amounts of any Bank other Lenders); (or reinstate any Commitment terminated pursuant 2) alter (other than to Section 10.1);
(bincrease) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on or fees payable in respect of any Loan, Obligations owed to such Lender; (3) waive or defer collection of any interest or fee payable to such Lender; (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness; or (subject to clause 5) extend the Maturity Date (ii) below) which consent, for the avoidance of doubt, is not required in connection with any fees or other amounts payable hereunder or under any other Loan Document;automatic extension of the Maturity Date); and
(div) change without the percentage prior written consent of all Lenders (except a Defaulting Lender), no amendment or waiver shall be effective that would (1) waive any Default or Event of Default if the Commitments Default or Event of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition Default relates to the Majority Banks Borrower’s failure to observe or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.perform any
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Corp.)
Consents Amendments and Waivers. (a) No amendment or waiver modification of any provision of this Agreement or any of the other Loan DocumentDocuments, and nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement or consent of the Required Lenders; provided, however, that
(i) without the prior written consent of the Administrative Agent, no consent amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent;
(ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(d) shall be effective;
(iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective unless the same shall be in writing and signed by the Majority Banks that would (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a1) increase or extend the otherwise modify any Commitment of any Bank such Lender (or reinstate any other than to reduce such Lender’s Commitment terminated pursuant on a proportionate basis with the same Commitments of other Lenders); (2) alter (other than to Section 10.1);
(bincrease) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on payable in respect of any Loan, Obligations owed to such Lender; (3) waive any interest or fee payable to such Lender pursuant to Section 3; or (subject 4) subordinate the payment of any Obligations owed to clause (ii) below) such Lender to the payment of any fees or other amounts payable hereunder or under any other Loan Document;Indebtedness; and
(div) without the prior written consent of all Lenders, no amendment or waiver shall be effective that would (1) waive any Default or Event of Default if the Default or Event of Default relates to the Borrower’s failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of the Administrative Agent) as hereinafter set forth; (2) change the percentage number of the Commitments or of the aggregate unpaid principal amount of the Loans which is Lenders that shall be required for the Banks Lenders or any of them to take any action hereunder; or
(e3) amend the definition of “Required Lenders”; (4) amend this Section 249.9; (5) reduce the amount of principal of, or Section 10interest on, or the interest rate applicable to, the Loans or any provision herein providing for consent fees payable hereunder; (6) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other action by amounts payable hereunder is required to be made; (7) release all Banks;
or substantially all the Collateral; or (f) release, 8) amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by definition of “Borrowing Base” if the Administrative Agent in addition effect thereof would be to increase the amount of Revolving Credit Loans available to the Majority Banks Borrower or all amend the Banks, as the case may be, affect the rights definitions of “Availability Block” or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto“Excess Availability”.
Appears in 1 contract
Samples: Loan and Security Agreement (American Real Estate Partners L P)
Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and Parent) and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document, and (iiiii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Samples: Credit Agreement (Xtra Corp /De/)
Consents Amendments and Waivers. (a) No amendment or waiver modification of any provision of this Agreement or any of the other Loan DocumentDocuments, and nor any waiver of any Default or Event of Default, shall be effective without the prior written agreement or consent of the Required Lenders; provided, however, that
(i) without the prior written consent of the Administrative Agent, no consent amendment or waiver shall be effective with respect to any departure by provision in any of the Company therefromLoan Documents (including Section 10.4 and this Section 9.9) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of the Administrative Agent;
(ii) without the prior written consent of Issuing Bank, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(c) shall be effective;
(iii) without the prior written consent of each affected Lender, except as otherwise expressly provided in this Agreement, no amendment or waiver shall be effective unless the same shall be in writing and signed by the Majority Banks that would (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(aA) increase or extend the otherwise modify any Commitment of any Bank such Lender (or reinstate any other than to reduce such Lender's Commitment terminated pursuant on a proportionate basis with the same Commitments of other Lenders); (B) alter (other than to Section 10.1);
(bincrease) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on payable in respect of any Loan, Obligations owed to such Lender; (C) waive any interest or fee payable to such Lender pursuant to Article III; or (subject D) subordinate the payment of any Obligations owed to clause (ii) below) such Lender to the payment of any fees or other amounts payable hereunder or under any other Loan Document;Indebtedness; and
(div) without the prior written consent of all Lenders, no amendment or waiver shall be effective that would (A) waive any Default or Event of Default if the Default or Event of Default relates to the Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of the Administrative Agent) as hereinafter set forth; (B) change the percentage number of the Commitments or of the aggregate unpaid principal amount of the Loans which is Lenders that shall be required for the Banks Lenders or any of them to take any action hereunder; or
(eC) amend the definition of "Required Lenders"; (D) amend this Section 249.9; (E) reduce the amount of principal of, or Section 10interest on, or the interest rate applicable to, the Loans or any provision herein providing for consent fees payable hereunder; (F) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other action by amounts payable hereunder is required to be made; (G) except as authorized in Section 9.2(a), release all Banks;
or substantially all the Collateral; or (fH) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by definition of "Borrowing Base" if the Administrative Agent in addition effect thereof would be to increase the amount of Revolving Credit Loans available to the Majority Banks Borrower or all amend the Banks, as the case may be, affect the rights definitions of "Availability Block" or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto"Excess Availability".
Appears in 1 contract
Samples: Loan and Security Agreement (Icahn Enterprises L.P.)
Consents Amendments and Waivers. No amendment The Credit Documents may not be waived, amended, varied, novated, supplemented or waiver modified except Export Prepayment Finance Agreement dated as of any provision of this Agreement March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. pursuant to an agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be agreements in writing and signed by entered into by, or approved in writing by, the Majority Banks (or by Borrower, the Administrative Agent at the written request of the Majority Banks) Guarantors and the Company (orRequired Lenders, in the case of the Guarantyprovided, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedhowever, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
agreement shall (a) increase decrease the principal amount of any Loan, or extend the Commitment maturity of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for scheduled date of payment of principal or interest, or waive or excuse any payment of principal, interest, fees principal or other amounts due to the Banks (interest or any of them) hereunder or under any other Loan Document;
(c) reduce the principal ofpart thereof, or decrease the rate of interest specified herein on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (subject to clause b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (iic) below) any fees amend or other amounts payable hereunder modify the provisions of Sections 2.12, 2.13, 2.14 or under any other Loan Document;
the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the percentage allocation among the Lenders of any repayment made under Section 2.10 without the Commitments or prior written consent of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
each Lender affected thereby, (e) amend this reduce the collateral coverage requirements of Section 245(l) hereof without the prior written consent of each Lender, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) releaseamend Section 10 or any other provisions hereof in a manner adverse to any Agent or the Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the BanksBrazilian Collateral Agent, as the case may be, affect shall exercise rights thereunder that explicitly require the rights or duties consent of the Administrative Agent Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under this Agreement any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties theretofurther exercise thereof.
Appears in 1 contract
Samples: Export Prepayment Finance Agreement (Adecoagro S.A.)
Consents Amendments and Waivers. 13.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and Borrower, and no termination or waiver of any provision of this Agreement or Agreement, nor any other Loan Document, and no consent with respect to any departure from the terms hereof by the Company therefromBorrower, shall be effective unless without the same prior written concurrence of the Required Lenders, which concurrence the Required Lenders shall have the right to grant or withhold in their sole discretion. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 3.6, 3.7, 3.8, 3.9, 5.6, 5.7, 6.1, 12, 13, 15.2 or 15.3, the definitions of "Availability Reserve," "Borrowing Base," "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents or the unused line fee in Section 3.2.3 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents, in connection with Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to deposit accounts with such financial institutions, (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace), or (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness. In no event shall any amendment to the provisions of Section 4.1.3 be effective without the prior written consent of Wachovia. Notwithstanding the foregoing or any other provision in this Agreement, Agent shall have the exclusive right to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which judgment, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment. No Lender shall be authorized to amend or modify any Note held by it, or to give or withhold waivers with respect thereto (including any waiver of an Event of Default thereunder), unless such amendment, modification or waiver is consented to by writing by all Lenders. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Consents Amendments and Waivers. 12.9.1. No amendment or waiver modification of any provision of this Agreement or any other Loan Documentshall be effective without the prior written agreement of the Required Lenders and Borrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, however, that (i) no amendment or waiver shall be effective with respect to any departure by provision in SECTION 12 to the Company therefromextent that such provisions apply to Agent or to any other provision of any Loan Document as such provisions relate to the rights, duties of immunities of Agent; (ii) no amendment to the provisions of SECTIONS 1.3 or 3.1.3 shall be effective unless without the same prior written consent of Fleet; (iii) without the prior consent of all Lenders, no waiver of any Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth in this SECTION 12.
9.1; written agreement of all Lenders (except a defaulting Lender as provided in SECTION 3.2 of this Agreement) shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of SECTIONS 2.1, 2.2, 2.4, 2.6, 2.7, 2.8, 2.9, 4.6, 4.7, 4.9, 4.10, 5.1, 12, 13, 14.2, or 14.3 or 14.14, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definitions, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of any of the Loan Documents regarding the Pro Rata treatment or obligations of Lenders; (b) increase or otherwise modify any of the Revolver Commitments (other than to reduce proportionately each Lender's Revolver Commitment in connection with any overall reduction in the amount of the Revolver Commitments); (c) alter or amend the rate of interest payable in respect of the Loans (except as may be expressly authorized by the Loan Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law); (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the Loan Documents (except to the extent that the Required Lenders agree after and during the continuance of any Event of Default to a waiver or deferral of any termination charge provided for in SECTION 5.2.3 hereof) or the unused line fee in SECTION 2.2.3 hereof; (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the Loan Documents to Liens granted to any other Person, except as currently provided in or contemplated by the Loan Documents in connection with Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the Ordinary Course of Business that relate to deposit accounts with such financial institutions; (f) alter the time or amount of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of the Loans on the due date thereof (or within any applicable period of grace); (g) forgive any of the Obligations, except any portion of the Obligations held by a Lender who consents in writing to such forgiveness; or (h) release any Obligor from liability for any of the Obligations. No Lender shall be authorized to amend or modify any Note held by it, unless such amendment or modification is consented to in writing by all Lenders; provided, however, that the foregoing shall not be construed to prohibit an amendment or modification to any provision of this Agreement that may be effected pursuant to this SECTION 12.9.1 by agreement of Borrower and the Required Lenders even though such an amendment or modification results in an amendment or modification of the Notes by virtue of the incorporation by reference in each of the Notes of this Agreement. The making of any Loans hereunder by any Lender during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Appears in 1 contract
Consents Amendments and Waivers. No amendment Any consent or waiver approval --------- ---------- --- ------- required or permitted by this Agreement to be given by all of the Banks may be given, and any provision term of this Agreement or any other Loan Documentinstrument related hereto may be amended, and no consent with respect to any departure the performance or observance by the Company therefromor any of its Subsidiaries of any terms of this Agreement 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, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at but only with, the written request consent of the Company and the written consent of the Majority Banks) and . Notwithstanding the Company (orforegoing, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, 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 no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent)and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loanthe Notes, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage term of the Commitments or Notes, the Total Commitment (except as provided in Section 2.8), the Commitment Percentage of any Bank, and the aggregate unpaid principal amount of the Loans which is required for Facility Fee hereunder may not be changed without the written consent of the Company and the written consent of each Bank affected thereby; the definition of Majority Banks or any may not be amended without the written consent of them to take any action hereunderall of the Banks; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify and the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by amount of the Administrative Agent in addition to Agent's fees and Syndication Agent's fees and Section 10 may not be amended without the Majority Banks or all the Banks, as the case may be, affect the rights or duties written consent of the Administrative Agent under this Agreement or Syndication Agent, as applicable, and, if affected thereby, the Syndication 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 Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Company shall entitle the Company to other Loan Document, and (ii) the Fee Letter may be amended, or rights further notice or privileges thereunder waived, demand in a writing executed by the parties theretosimilar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Leucadia National Corp)
