CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 5 contracts
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 4 contracts
Samples: Loan Agreement (Wellsford Real Properties Inc), Mezzanine Loan Agreement (Wellsford Real Properties Inc), Revolving Credit Agreement (Wellsford Real Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes; except as provided in Section 18, a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount Banks; a reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; an extension of Maturity Date; the release of the Borrower, the Guarantor, any Subsidiary which has executed any of the Loan Documents except as otherwise provided herein; any modification to require a Bank to fund a pro rata share of a request for an advance of the Loans made by the Borrower other than based on its Commitment Percentage; a change to this Section 27; any postponement of any date fixed for any payment may of principal of or interest on the Loan; any change in the manner of distribution of any payments to the Banks or Agent; a change to the provisions of Section 2.1 which provide that the Banks shall not be reduced without required to make an advance of proceeds of the written consent Loan following a Default or Event of each Bank affected therebyDefault (provided that the foregoing shall not limit the ability of the Majority Banks to waive a Default or Event of Default or agree to make an advance notwithstanding such Default of Event of Default); this (S)27 and or an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by BankBoston in connection with the syndication by BankBoston of its Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co), Revolving Credit Agreement (Crescent Real Estate Equities Inc), Revolving Credit Agreement (Crescent Real Estate Equities LTD Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.9.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks one or more or all Lenders may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Loan Parties and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease (a) except as contemplated in Section 2.11, the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default Loans, the Loan Maturity Date, the principal amount of the Loans owing to each Lender, the dates on which interest is required to be paid hereunder, the amount and dates of payment of the fees or Event of Default relating thereto)principal owing each Lender hereunder may not be changed, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the each Lender’s Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased and the tenor of each Lender’s obligations under this Agreement may not be extended, in any such case without the written consent of the Borrower Loan Parties and the written consent of each Bank Lender affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed(b) Section 2.13, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and Section 11.01, the definition of Majority Banks Lenders, the definition of Pro Rata Share and any provision of the Loan Documents that requires action by all Lenders may not be amended, amended without the written consent of all Lenders; (c) the aggregate amount of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Commitments may not be released increased without the written consent of all of the BanksLenders; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 d) Article 10 may not be amended without the written consent of the Agent; (e) neither Article 3 nor any other provision of this Agreement which affects the rights or obligations of any Issuing Bank may be amended without the written consent of such Issuing Bank; (f) any amendment to or waiver of any condition precedent to the making of any Loan pursuant to Section 2.01(a) or the issuance of any Letter of Credit pursuant to Section 3.01 shall require the consent of the Majority Lenders; (g) the NEE Partners Guaranty may not be released prior to the date that OpCo delivers audited financial statements without the written consent of each Lender and (h) all or substantially all of the value of the Guaranty or the Collateral may not be released without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.11 (in which case such release may be made by the Agent acting alone). In furtherance of clause (f) of the second sentence of this Section 11.01, no amendment or waiver of any representation or warranty or any covenant or Event of Default contained in this Agreement shall be deemed to be effective for purposes of determining whether the condition precedent referred to in any such clause has been satisfied unless the Lenders referred to in such clause shall have consented to such amendment or waiver. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent any Agent, any Issuing Bank or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower any Loan Party shall entitle the Borrower any Loan Party to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the benefit of all the Lenders and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 4.10), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank or Derivatives Provider (as to clause (vi) affected thereby: (i) a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to except as contemplated in §2.8); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default ii) an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; (iii) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; (iv) the postponement of any date fixed for any payment of principal of or interest on the Loans; (v) a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; (vi) the release of the Borrower or any Guarantor except as otherwise provided herein; (vii) a change in the manner of distribution of any payments to the Banks or the Agent; (viii) an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Majority Banks, the Required Banks or all of the Banks; or (S)20.1.2 hereof)ix) an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and Required Banks. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the written rights of a Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Derivatives Provider shall, in addition to the Banks required hereinabove to take such action, require the consent of each the Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this that is (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of having an Affiliate that is) such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the Derivatives Provider. The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Capital One in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Loans, extension of maturities of the effective date Loans, extension of any waiver by the Majority Banks of the Default or Event of Default relating thereto)date fixed for payment, a change in the amount of the Commitments of the Banks or a change in the amounts of the Term Loans, the method of application of proceeds under (S)4.4 and (S)14.2, the release of Collateral having a fair market value in excess of $15,000,000 in any single transaction or series of related transactions and the release of Collateral having a fair market value in excess of $30,000,000 in the aggregate during the term of this Credit Agreement (in each case other than increases which are contemplated a release of Collateral in connection with any disposition permitted by (S)20.1.2 hereofS)10.5.2), the termination of and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)28 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) amended and no Guarantor may not be may be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P), Revolving Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, the Term Loan, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without (other than interest accruing pursuant to §5.10.2 following the written consent effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto);
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment or reinstate any Commitment that has been terminated;
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Term Loan, the Swing Line Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, release in one transaction or a series of related transactions Collateral with a fair market value of greater than $50,000,000 for each such transaction or such series of related transactions (excluding if the Borrower or any Subsidiary of the Borrower and becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; “cash collateral”, as defined in Section 363(a) of the Revolving Credit Loan Maturity Date and federal Bankruptcy Code pursuant to a cash collateral stipulation with the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and debtor approved by the amount Required Lenders) or release all or substantially all of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Guarantors from their guaranty obligations under the Guaranty;
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, waive a Default or substantially all Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.12 or the definition of Required Lenders or change §§13.4 or 16.1 in a manner that would alter the pro rata sharing of payments required thereby;
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Collateral L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (except if ii) no amendment, waiver or consent shall, unless in writing and signed by the release Swing Line Lender in addition to the Lenders required above, affect the rights or disposition duties of such Collateral is permitted the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or provided for consent shall, unless in writing and signed by the provisions Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (S)10.5.2 hereofiv) the Fee Letter may not be released amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of all of the Banks; and the amount of the Agent's Fee or each Lender directly affected thereby, waive any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agentcondition set forth in §11. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (CAI International, Inc.), Revolving Credit and Term Loan Agreement (CAI International, Inc.), Revolving Credit and Term Loan Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; and (C) in circumstances other than interest accruing pursuant to as described in the preceding clauses (S)6.11.2 following A) and (B), (1) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; provided that only the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and Revolving Credit Lenders shall be necessary for any such amendment or waiver of the written fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only the consent of each Bank affected thereby; the Term Loan Lenders or the Revolving Credit Loan Maturity Date Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (h) the release of each Bank affected therebythe Borrower or any Guarantor except as otherwise provided in this Agreement; this (S)27 and i) an amendment of the definition of Majority Banks may not be amendedLenders, without Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Revolving Credit Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Majority Lenders, Required Revolving Credit Lenders or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, including, without limitation, Sections 2.14 and 4.4, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than (i) as provided in Section 2.14, and (ii) interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks nor any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank; and (f) no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of any Swing Bank solely acting in such capacity, unless in writing executed by such Swing Bank, in each case in 83 AMERICAS/2023306744.4 addition to the Borrowers and the Banks required above. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Facility Fee or Letter of Credit Fees hereunder may not be reduced without or diminish or eliminate indemnity or reimbursement rights in favor of such Lender;
(ii) increase the written consent amount of such Lender’s Commitment or extend the Borrower and expiration date of such Lender’s Commitment;
(iii) postpone or extend the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and or any other regularly scheduled dates for payments of principal of, or interest on, the Term Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender, or extend the termination of any Letters of Credit for which such Lender has a Letter of Credit Participation beyond the Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Date;
(S)27 and the definition of Majority Banks may not be amended, iv) amend §14.5.1;
(b) without the written consent of all of the Banks; all or substantially all Lenders, release any of the Collateral Significant Subsidiaries from its guaranty obligations under the Guaranty to which it is a party (except if it being understood that this limitation shall not apply to any release related to transactions permitted by §9.5), release BGI, Xxxxxx Luxembourg or Xxxxxx Switzerland from their guaranty obligations under the release BGI Guaranty, Xxxxxx Luxembourg Guaranty or disposition Xxxxxx Switzerland Guaranty, as the case may be, amend or waive this §16.12 or the definition of Required Lenders (it being understood that the addition of one or more additional credit facilities, the allowance of the credit extensions, interest and fees thereunder to share ratably or on a subordinated basis with the Loans, Letters of Credit, interest and Fees in the benefits of the Loan Documents and the inclusion of the holders of such Collateral is permitted or provided for facilities in the provisions determination of Required Lenders shall require only the approval of the Required Lenders);
(S)10.5.2 hereofc) may not be released without the written consent of all each Lender, amend §1.5 or the definition of “Alternative Currency”; and
(d) without the written consent of the Banks; and Administrative Agent, amend or waive §14, the amount or time of payment of the Administrative Agent's ’s Fee or any Letter of Credit Fees payable for the Administrative Agent's ’s account and (S)16 may not be amended without or any other provision applicable to the written consent of the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If a Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with § 5.11; provided that such amendment, waiver, consent or release may be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, a Subsidiary Guarantor or the Trust or any of its their respective Subsidiaries of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Agreement that:
(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any general waiver of interest “breakage” costs) or any fees due any Lender hereunder, or permits any prepayment not otherwise permitted hereunder; or
(ii) changes the unpaid principal amount of the Term Loan, reduces the rate of interest applicable to the Term Loan, or reduces any fee payable to the Lenders hereunder; or
(iii) changes the date fixed for any payment of principal of or interest on the Notes Term Loan (including, without limitation, any extension of the Maturity Date not contemplated herein) or any fees payable hereunder (including, without limitation, the waiver of any monetary Event of Default); or
(iv) changes the amount of any Lender’s Commitment (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default an assignment permitted under §20.1) or Event of Default relating thereto), increases the amount of the Commitments Total Commitment except as permitted hereunder; or
(v) modifies any provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Lender Approval; or
(vi) changes the definitions of Majority Lenders or Unanimous Lender Approval; or
(vii) releases the Guaranty of the Banks (Trust, any Subsidiary Guaranty or a material portion of the Collateral, other than increases which are contemplated by (S)20.1.2 in accordance with the terms hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or the Lenders or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Agent or the Lenders. No notice to or demand upon the Borrower or a Subsidiary Guarantor shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing, in the event that the Borrower requests any consent, waiver or approval under this Agreement or any other Loan Document, or an amendment or modification hereof or thereof, and one or more Lenders determine not to consent or agree to such consent, waiver, approval, amendment or modification, then the Lender then acting as Agent hereunder shall have the right to purchase the Commitment of such non-consenting Lender(s) at a purchase price equal to the then outstanding amount of principal, interest and fees then owing to such Lender(s) by the Borrower hereunder, and such non-consenting Lender(s) shall immediately upon request, sell and assign its Commitment and all of its other right, title and interest in the Loans and other Obligations to the Lender then acting as Agent pursuant to an Assignment and Assumption (provided that the selling Lender(s) shall not be responsible to pay any assignment fee in connection therewith).
Appears in 2 contracts
Samples: Secured Term Loan Agreement (First Potomac Realty Trust), Secured Term Loan Agreement (First Potomac Realty Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrowers, the written consent of the Majority BanksRequired Lenders and acknowledgement by the Administrative Agent; provided that for the avoidance of doubt the Administrative Agent’s consent shall not be required unless specifically provided for in this §27. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default Loans or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and Fees;
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the applicable Maturity Date or any other regularly scheduled payment may not be reduced without dates for payments of principal of, or interest on, the written consent of each Bank affected thereby; this Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (S)27 and the definition of Majority Banks may not be amended, without the written consent of all it being understood that (A) a waiver of the Banksapplication of the default rate of interest pursuant to §6.10 and (B) any vote to rescind any acceleration made pursuant to §14.2 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) release all or substantially all the Guarantors from their guaranty obligations under the Guaranty;
(v) release all or substantially all of the Collateral in any transaction or series of related transactions;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofb) may not be released without the written consent of all the Lenders, amend or waive (i) this §27, the definition of “Required Lenders”, “Required Domestic Lenders”, “Required Australian Lenders”, “Required European Lenders”, “Required Canadian Lenders”, “Required UK Lenders” or “Required Designated Subsidiary Lenders” or any other provision hereof specifying the Banks; and number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (ii) §2.11, (iii) §6.23, (iv) §14.3 or (v) §31;
(c) without the written consent of each Agent, amend or waive §16, the amount or time of payment of any fees payable pursuant to the Agent's Fee Letter or any Letter other provision applicable to such Agent;
(d) without the written consent of Credit Fees payable for the Agent's account and each Swingline Lender, amend or waive any provision applicable to any Swingline Lender; and
(S)16 may not be amended e) without the written consent of the AgentIssuing Lender, amend or waive the amount or time of payment of any Letter of Credit Fees or other fees payable for the Issuing Lender’s account or any other provision applicable to the Issuing Lender. 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 any Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with §6.11; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders, the Required UK Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders, the Required UK Lenders, the applicable Required Designated Subsidiary Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Administrative Agent (in its sole discretion may, and shall, to the extent required by any Loan Document) and any applicable Loan Party may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of Law.
Appears in 2 contracts
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc), Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lender. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans, or reduce the rate of interest on the Notes or the amount of any Premium (other than interest accruing pursuant to (S)6.11.2 Section 4.6.2 following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto);
(ii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the amount Loans or any Premiums or other amounts payable to such Lender (it being understood that (A) a waiver of the Commitments application of the Banks default rate of interest pursuant to Section 4.6.2, and (B) any vote to rescind any acceleration made pursuant to Section 11.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and
(iii) other than increases which are contemplated pursuant to a transaction permitted by (S)20.1.2 hereof)the terms of this Credit Agreement or the Pledge Agreement, and the amount release all or substantially all of the Commitment Fee Collateral or Letter of Credit Fees hereunder may not be reduced without the written consent release all or substantially all of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Guarantors from their guaranty obligations.
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 14.12 or the definition of Required Lenders (it being understood that the addition of one or more additional credit facilities, the allowance of the Collateral (except if credit extensions, interest and fees thereunder to share ratably or on a subordinated basis with the release or disposition Loans, interest and fees in the benefits of the Loan Documents and the inclusion of the holders of such Collateral is permitted or provided for facilities in the provisions determination of (S)10.5.2 hereof) may not be released without Required Lenders shall require only the written consent of all approval of the BanksRequired Lenders); and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and or
(S)16 may not be amended c) without the written consent of the Administrative Agent, amend or waive Section 12, the amount or time of payment of the Administrative Agent’s fee payable for the Administrative Agent’s account or any other provision applicable to the Administrative 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 any Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Pershing Square Capital Management, L.P.), Senior Secured Credit Agreement (Borders Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of Neither this Credit Agreement, any of the other Loan Documents Documents, nor any term hereof or any other instrument related hereto or mentioned herein thereof may be amended, and the performance nor may any provision hereof or observance thereof be waived, except by an instrument in writing signed by the Borrower Majority Lenders and, in the case of an amendment, by the Obligors, except that in the event of (i) any increase in the amount of any Commitment (other than by way of assignment pursuant to ss.20 hereof), (ii) any delay or extension in the terms of or any scheduled reduction of its Subsidiaries Commitments or repayment of the Loans as provided in ss.2.4 hereof, (iii) any reduction in principal, interest or fees due hereunder or postponement of the payment thereof, (iv) any release of any terms portion of this Credit Agreementthe Collateral for the Loans except as permitted in ss.9.5 hereof, the other Loan Documents or such other instrument or the continuance (v) any waiver of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, due to the written consent failure by the Obligors to pay any sum due to any of the Borrower and the written consent Lenders hereunder, (vi) any release of the Guarantor hereunder or under any of the Loan Documents, or (vii) any amendment of this ss.27 or of the definition of Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date Lenders or of any waiver by portion of this Credit Agreement as they relate to the Majority Banks relative priorities of payment among the Default Obligations or Event of Default relating thereto), the amount of the Commitments Administrative Agent's fee, any such amendment or waiver or consent may be made only by an instrument in writing signed by each of the Banks (Lenders and, in the case of an amendment, by the Obligors. Any amendment to any provision hereunder or under any other than increases which are contemplated by (S)20.1.2 hereof)Loan Document governing the rights, and obligations or liabilities of any Agent or the amount of Issuing Bank, including, without limitation, Bankers' Acceptance fees, the Commitment Fee or Letter of Credit Fees hereunder may not in each case in its capacity as such, will be reduced without the written consent of the Borrower and the written consent of each Bank effective only if any instrument in writing has been signed by such affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentPerson. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Obligors shall entitle the Borrower Obligors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank affected thereby: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Revolving Credit Maturity Date or Event of Default relating thereto), the Term Loan Maturity Date; an increase or a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower, any Guarantor or the Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks, Required Banks or the Majority Revolving Credit Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks, the Required Banks, the Majority Revolving Credit Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The amount of the fees payable to the Issuing Bank and the provisions relating to the Issuing Bank and the Letters of Credit may not be amended or waived without the written consent of the Issuing Bank. The provisions relating to Swing Line Loans or the Swing Line Lender may not be amended or waived without the written consent of the Swing Line Lender. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Secured Master Loan Agreement (Ramco Gershenson Properties Trust), Secured Master Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Maturity Date of the Loans; an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or any Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or the Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks or the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §7.23 as it relates to §9 of the Commitment Fee or Letter Secured Credit Agreement and any of Credit Fees hereunder the definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, a Subsidiary Guarantor or the Trust or any of its their respective Subsidiaries of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in the approval of each Lender directly affected thereby shall be required for any amendment, modification or waiver of this Agreement that:
(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any general waiver of interest “breakage” costs) or any fees due to such Lender hereunder, or permits any prepayment not otherwise permitted hereunder; or
(ii) changes the unpaid principal amount of the Term Loan, reduces the rate of interest applicable to the Term Loan, or reduces any fee payable to such Lender hereunder; or
(iii) changes the date fixed for any payment of principal of or interest on the Notes Term Loan (including, without limitation, any extension of the Maturity Date not contemplated herein) or any fees payable hereunder (including, without limitation, the waiver of any monetary Event of Default); or
(iv) changes the amount of such Lender’s Commitment (other than interest accruing pursuant to an assignment permitted under §20.1); And Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Agreement that:
(S)6.11.2 following the effective date of i) modifies any waiver provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Lender Approval; or
(ii) changes the definitions of Majority Banks Lenders or Unanimous Lender Approval; or
(iii) releases the Guaranty of the Default Trust, any Subsidiary Guaranty or Event of Default relating thereto), the amount a material portion of the Commitments of the Banks (Collateral, other than increases which are contemplated by (S)20.1.2 in accordance with the terms hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or the Lenders or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Agent or the Lenders. No notice to or demand upon the Borrower or a Subsidiary Guarantor shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing, in the event that the Borrower requests any consent, waiver or approval under this Agreement or any other Loan Document, or an amendment or modification hereof or thereof, and one or more Lenders determine not to consent or agree to such consent, waiver, approval, amendment or modification, then the Lender then acting as Agent hereunder (or other financial institution approved by the Agent that will become a Lender in connection with such purchase) shall have the right to purchase the Commitment of such non-consenting Lender(s) at a purchase price equal to the then outstanding amount of principal, interest and fees then owing to such Lender(s) by the Borrower hereunder, and such non-consenting Lender(s) shall immediately upon request, sell and assign its Commitment and all of its other right, title and interest in the Loans and other Obligations to the Lender then acting as Agent (or such other financial institution) pursuant to an Assignment and Assumption (provided that the selling Lender(s) shall not be responsible to pay any assignment fee in connection therewith).
Appears in 2 contracts
Samples: Senior Secured Term Loan Agreement (First Potomac Realty Trust), Senior Secured Term Loan Agreement (First Potomac Realty Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or a Guarantor except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 30; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Construction Loan Agreement (Walden Residential Properties Inc), Construction Loan Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Loan Agreement to be given by the Banks Lenders may be given, and any term of this Credit Loan Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Loan Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce, delay or forgive the payment or repayment when due of any Principal Payment Amount, the outstanding Principal Balances of any Term Loans or reduce the rate of interest on the Notes Loans or the priority thereof (other than interest accruing pursuant to (S)6.11.2 §5.10.2 following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto);
(ii) release the Guarantor from any of its obligations under the Guaranty;
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the amount Term Loans or any fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Commitments application of the Banks default rate of interest pursuant to §5.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Term Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than increases which are contemplated pursuant to a transaction permitted by (S)20.1.2 hereof)the terms of this Loan Agreement, and the amount release in one transaction or a series of related transactions all or substantially all of the Commitment Fee Collateral (excluding if the Borrower or Letter of Credit Fees hereunder may not be reduced without the written consent any Subsidiary of the Borrower and becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; “cash collateral”, as defined in §363(a) of the Revolving Credit Loan Maturity Date and federal Bankruptcy Code pursuant to a cash collateral stipulation with the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and debtor approved by the amount of any scheduled payment may not be reduced without Required Lenders) or release the written consent of each Bank affected thereby; this Guarantor from its guaranty obligations under the Guaranty;
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this §16.12, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive the definition of the Collateral (except if term “Borrowing Base”, amend or waive the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all definition of the Banks; and term “Required Lenders” or change the amount number of Lenders which shall be required to take action hereunder, or change §§13.3 or 16.1 in a manner that would alter the Agent's pro rata sharing of payments required thereby;
(c) the Fee Letter may be amended, or any Letter of Credit Fees payable for rights or privileges thereunder waived, in a writing executed only by the Agent's account and parties thereto;
(S)16 may not be amended d) without the written consent of the Administrative Agent, amend or waive §14, the amount or time of payment of any fee payable for the Administrative Agent’s account or any other provision applicable to the Administrative Agent; or;
(e) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Term Loan Agreement (CAI International, Inc.), Term Loan Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without Fees, including, for purposes of calculation of the Applicable Margin, as a result of a change in the definition of Fixed Charge Ratio or any of the components thereof or the method of calculation thereto (it being understood that any change to the definition of Fixed Charge Ratio or any of the components thereof or the method of calculation thereto for purposes of calculating the covenant in Section 10 hereof shall only require the written consent of the Borrower and the written consent Required Lenders), but excluding interest accruing pursuant to Section 5.11.2 following the effective date of each Bank affected therebyany waiver by the Required Lenders of the Default or Event of Default relating thereto;
(ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; and
(iii) postpone or extend the Revolving Credit Loan Maturity Date (subject to Section 2.1(c)) or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.11.2, (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations and (C) any modifications of the Term Loan Maturity Date may not be postponedprovisions relating to amounts, no date fixed for payment may be postponed timing or application of prepayments of Loans and other Obligations shall require only the amount approval of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 16.12 or the definition of the Collateral Required Lenders;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all the Administrative Agent, amend or waive Section 14, the amount or time of payment of the Banks; and the amount of the Administrative Agent's Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; and
(d) without the written consent of the Swing Line Lender, amend or waive Section 2.6.2, the amount or time of payment of the Swing Line Loans or any other provision applicable to the Swing Line Lender; and
(e) without the written consent of the Issuing Lender, amend or waive any Letter of Credit Fees payable for the AgentIssuing Lender's account and (S)16 may not be amended without or any other provision applicable to the written consent of the AgentIssuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent Administrative Agent, any Issuing Lender, the Swing Line Lender or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent Except as otherwise expressly provided in this Agreement, any acceptance, consent, approval or approval other authorization required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any default, Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Agreement or the other Loan Documents that:
(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any interest “breakage” costs) or any fees due any Lender hereunder; or
(ii) changes the unpaid principal amount of, or the rate of interest on, any Loan; or
(iii) changes the date fixed for any payment of principal of or interest on any Loan (including, without limitation, any extension of the Notes Maturity Date other than in accordance with the second sentence of the definition of "Maturity Date") or any fees payable hereunder; or
(iv) changes the amount of any Lender’s Commitment (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver an assignment permitted under §18.1 hereof or as consented to by the Majority Banks of the Default such Lender) or Event of Default relating thereto), increases the amount of the Commitments Total Commitment; or
(v) releases or reduces the liability of any Guarantor pursuant to its Guaranty other than as provided in §5; or
(vi) modifies this §25 or any other provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Lender Approval; or
(vii) changes the definitions of Required Lenders, Majority Lenders or Unanimous Lender Approval; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees Administrative Agent hereunder may not be reduced without the prior written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Administrative 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 the Lenders or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Administrative Agent or the Lenders. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Term Loan Agreement (Mack Cali Realty L P), Term Loan Agreement (Mack Cali Realty Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority Banks. Notwithstanding Required Lenders and the foregoing, a decrease in written acknowledgment of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed); provided that (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed Loans and the amount of any scheduled payment Commitment Fees may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans or any Commitment Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of each Bank Lender directly affected thereby; this (S)27 and b) the definition principal amount of Majority Banks any Loans may not be amendedforgiven without the written consent of each Lender directly affected thereby; (c) any provision hereof entitling any Lender to receive pro rata application of payments may not be changed, in each case without the written consent of each Lender directly affected thereby; (d) this §25 may not be changed without the written consent of all of the BanksLenders; all or substantially all (e) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Required Lenders may not be released amended without the written consent of all of the BanksLenders; (f) the Administrative Agent may not release any guaranty for the Obligations (except as provided in §3.14 hereof) without the written consent of all of the Lenders; and (g) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , and (S)16 §14 hereof may not be amended without the written consent of the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent Except as otherwise expressly provided in this Agreement, any acceptance, consent, approval or approval other authorization required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any default, Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Agreement or the other Loan Documents that:
(i) reduces or forgives any principal of any unpaid Loan or Reimbursement Obligation or any interest thereon (including any interest "breakage" costs) or any fees due any Lender hereunder, or permits any prepayment not otherwise permitted hereunder; or
(ii) changes the unpaid principal amount of, or the rate of interest on, any Loan or Reimbursement Obligation; or
(iii) changes the date fixed for any payment of principal of or interest on any Loan or Reimbursement Obligation (including, without limitation, any extension of the Notes Maturity Date other than -124- in accordance with the second sentence of the definition of "Maturity Date") or any fees payable hereunder; or
(iv) changes the amount of any Lender's Commitment (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default an assignment permitted under Section 18.1 hereof) or Event of Default relating thereto), increases the amount of the Commitments Total Commitment, except as provided in Section 2.2; or
(v) amends any of the Banks covenants contained in Sections 9.1, 9.3, 9.4, 9.6 or 9.7 hereof; or
(vi) releases or reduces the liability of any Guarantor pursuant to its Guaranty other than increases as provided in Section 5; or
(vii) modifies this Section 25 or any other provision herein or in any other Loan Document which are contemplated by the terms thereof expressly requires Unanimous Lender Approval; or
(S)20.1.2 hereof), and the amount viii) amends any of the Commitment Fee provisions governing funding contained in Section 2 hereof; or
(ix) changes the rights, duties or Letter obligations of Credit Fees hereunder the Administrative Agent specified in Section 14 hereof (PROVIDED that no amendment or modification to such Section 14 or to the fee payable to the Arrangers or the Administrative Agent under this Agreement may not be reduced made without the prior written consent of the Borrower and Arrangers or the written consent of each Bank Administrative Agent affected thereby); or
(x) changes the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponeddefinitions of Required Lenders, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all Lenders or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentUnanimous Lender Approval. 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 the Lenders or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Administrative Agent or the Lenders. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mack Cali Realty L P), Revolving Credit Agreement (Mack Cali Realty Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term provision of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein (other than Hedging Agreements) may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Obligor of any terms provision of this Credit Agreement, the other any Loan Documents Document or such other instrument or the continuance of instrument, and any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the prior written consent of the Borrower applicable Obligors and the prior written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Majority Banks. Notwithstanding applicable Obligors and each Lender directly affected thereby:
(i) reduce or forgive the foregoingprincipal amount of any Loans or Reimbursement Obligations, a decrease in or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without (other than (A) interest accruing pursuant to Section 5.10.2 following the written consent effective date of any waiver by the Required Lenders of the Borrower and Default or Event of Default relating thereto or (B) as a result of a change in the written consent definition of each Bank affected thereby; Leverage Ratio or any of the components thereof or the method of calculation thereof);
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10.2, (B) any vote to rescind any acceleration made pursuant to Section 15.1 of amounts owing with respect to the Loans and other Obligations, and (C) any modifications of the Term Loan Maturity Date may not be postponedprovisions relating to amounts, no date fixed for payment may be postponed timing or application of prepayments of Loans and other Obligations, shall require only the amount approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, release all or substantially all of the Collateral, release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if any scheduled payment may not be reduced without Obligor becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; this “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the BanksLenders, amend or waive this Section 16.12 or the definition of Required Lenders; all or substantially all of the Collateral and
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Administrative Agent, amend or waive Section 14, the amount or time of payment of any fee of the Administrative Agent or any other provision applicable to the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Parent, the Borrower or any of its the Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Parent, the Borrower and the written consent of the Majority BanksRequired Lenders and acknowledged by the Administrative Agent; provided, however, that any amendment or waiver of any condition described in §13 shall require the written consent of the Parent, the Borrower, the Required Revolver Lenders and the Required Term Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Parent, the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans, Reimbursement Obligations or other amounts payable to such Lender, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default Loans or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without Fees, amend the written consent definition of Total Leverage Ratio or any of the Borrower and components thereof or the written consent method of each Bank affected therebycalculation thereof solely for purposes of calculating the Applicable Margin;
(ii) (A) increase the aggregate amount of such Lender’s Revolving Credit Commitment or Tranche B Commitment, as the case may be, subject to increases set forth in §15; (B) extend the expiration date of such Lender’s Revolving Credit Commitment or Tranche B Commitment; or (C) change the requirement that any scheduled payments of principal of the Loans or voluntary or mandatory prepayments of the Loans or reductions in the Revolving Credit Loan Commitments be applied pro rata to all Loans outstanding within the applicable Tranche or outstanding Revolving Credit Commitments, as applicable; and
(iii) postpone or extend the Revolving Credit Maturity Date and or the Term Loan Tranche B Maturity Date may not be postponedor any other regularly scheduled dates for payments of principal of, no date fixed for payment may be postponed or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) any vote to rescind any acceleration made pursuant to §14.1 of amounts owing with respect to the Loans and other Obligations and (B) any modifications of the amount provisions relating to amounts, timing or application of any scheduled payment may not be reduced without prepayments of Loans and other Obligations shall require only the written consent approval of each Bank affected therebythe Required Lenders); this and
(S)27 and iv) amend the definition of Majority Banks may not be amended, “Interest Period” so as to permit Eurodollar Rate Loan intervals in excess of six months without regard to a Lender’s capacity to lend in any such greater intervals; and
(b) without the written consent of all of the BanksLenders, amend or waive (i) this §18.13, (ii) the definition of Required Lenders, (iii) the distribution of collateral proceeds after an Event of Default pursuant to §14.4, (iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, release any material portion of the Collateral, release any material guarantor from its guaranty obligations under the Guaranty (excluding, if the Parent, the Borrower or any Subsidiary becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders), or change the seniority of any Loans or the priority of any Loans with respect to any Collateral or guarantor; or
(c) without the consent of each Granting Lender, amend, waive or otherwise modify all or substantially all any part of the Collateral (except if Loans that are being funded by an SPC at the release or disposition time of such Collateral is permitted amendment, waiver or provided for in the provisions of other modification; or
(S)10.5.2 hereofd) may not be released without the written consent of all the Administrative Agent, (i) amend or waive §16, or amend or waive the amount or time of payment of the Banks; and the amount of the Administrative Agent's ’s Fee or any Letter of Credit Fees payable for the Administrative Agent's ’s account or any other provision applicable to the Administrative Agent or (ii) affect the rights and duties of the Administrative Agent in respect of Letters of Credit issued by the Administrative Agent hereunder or under any Letter of Credit Applications or any Letter of Credit, or (S)16 iii) and, without the consent of the Required Revolver Lenders, change the definition of “Required Revolver Lenders” or (iv) and without the consent of the Required Term Lenders, change the definition of “Required Term Lenders”. Notwithstanding anything to the contrary contained herein, no Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be amended increased or extended without the written consent of such Lender. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the Administrative Agent may, without the consent of any Lender, at its option and in its discretion:
(i) release liens on Excluded Assets;
(ii) release its liens on the Collateral and/or any Subsidiary from its obligations under the Guaranty solely to the extent that such Collateral and/or Subsidiary is sold (or to be sold) or otherwise disposed of in accordance with the terms of this Credit Agreement, including without limitation, §10.5.2;
(iii) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2.1(viii);
(iv) take any and all action necessary, including, without limitation, entering into joinder and accession agreements with additional Subsidiaries (or RAM or the Austin Partnership, as the case may be) and amendments to any of the Security Documents, all in furtherance of the provisions of §9.13 and §9.15. Any termination or other modification of any Interest Rate Agreement with a Lender as a counterparty shall not require the consent of any other Lender hereunder; or
(v) release its liens on the Collateral upon termination of the Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this §18.13. In each case as specified in this §18.13, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §18.13. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under ss.18 or pursuant to changes in the Total Commitment under ss.2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written Loan Documents which expressly requires consent of each Bank affected thereby; this all the Lenders, (S)27 v) the funding provisions of ss.2.5 and ss.2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in ss.14 hereof, and (vii) the definition of Majority Banks may not be amendedRequisite Lenders, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release the Borrower, any Co-Borrower or the Company from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. Each Lender shall respond to any request for a consent pursuant to this ss.25 within ten (10) Business Days after the notice from the Agent or the Borrower setting forth such request. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Loan Party and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount term of the Commitments Loans, the definition of Maturity Date, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, interest or fees hereunder or any mandatory payment of principal under Section 3.2.1, the pro rata sharing provisions of Section 13.3.1 and the amount of the Commitment Fee or Letter of Credit Fees commitment fees hereunder may not be reduced changed and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the Outstanding principal amount of any scheduled payment may not be reduced without the written consent Loans (or, if no Loans are Outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to any Loan Party arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee any Facility Fees or Letter of Credit Utilization Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees or Utilization Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Bank may be amended without the written consent of the Issuing Bank; and (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12), Term Loan A Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower or any Guarantor except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without the written consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan A Lender, and in the case of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the BanksMajority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; and (n) in the amount case of an amendment or waiver of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or, except as provided in §2.12, extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce, delay or forgive the principal amount of any Loans or reduce the rate of interest on the Notes Loans or the priority thereof or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to (S)6.11.2 Section 5.10 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of such Lender’s Commitment or extend the Commitments expiration date of such Lender’s Commitment;
(iii) postpone or extend the Conversion Date, the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Banks application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations, shall require only the approval of the Majority Lenders); and
(iv) other than increases which are contemplated any transaction permitted by (S)20.1.2 hereof)the terms of this Credit Agreement, and the amount release any of the Commitment Fee Collateral (excluding, if the Borrower or Letter of Credit Fees hereunder may not be reduced without the written consent any Subsidiary of the Borrower and becomes a debtor under the written consent Federal Bankruptcy Code or other applicable insolvency laws, the release of each Bank affected thereby; “cash collateral”, as defined in Section 363(a) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount federal Bankruptcy Code or any analogous provision of any scheduled payment may not be reduced without applicable insolvency law pursuant to a cash collateral stipulation with the written consent of each Bank affected thereby; this debtor approved by the Majority Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 16.12 or the definition of the Collateral “Majority Lenders”;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Administrative Agent, amend or waive Section 14 or any other provision applicable to the Administrative Agent; or
(d) without the consent of any affected counterparty (other than the Borrower or any of its Affiliates) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (Seacastle Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrower, the Guarantors and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 Section 6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the timing or amount of the Commitments any required payments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)principal and interest hereunder, and the amount of the Commitment Fee Revolving Credit Commitments of the Banks, the release of any material portion of the Collateral or Letter any Guarantor from its obligations under the Guaranty, the amount of Credit Fees hereunder commitment fee hereunder, the definition of Majority Banks and this Section 28 may not be reduced changed without the written consent of the Borrower and the written consent of each Bank of the Banks affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee payable for the Agent's account or any Letter of Credit Fees payable for the AgentBKB's account account, and (S)16 Section 5 or Section 17 may not be amended without the written consent of BKB and the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Perkins Finance Corp), Revolving Credit Agreement (Restaurant Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent No amendment, alteration, modification or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and waiver of any term or provision of this Credit Purchase Agreement, the other Loan Documents Notes, or any other instrument related hereto Subordinated Debt, nor consent to any departure by the Issuer therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Holders, and then such waiver or mentioned herein consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such amendment, alteration, modification or waiver shall be effective to reduce, or to postpone the date fixed for the payment, of the principal (including any Mandatory Redemption), interest, or premium, if any, payable on any Note or any fees or other amounts payable hereunder, or to alter or amend any provisions relating to Mandatory Redemptions or repurchases, or to alter or amend the consent mechanism provided for under this §18.14 without the consent of each Purchaser holding Notes then outstanding, provided, further, that a Purchaser may consent to an amendment, alteration, modification or waiver with respect to any of the matters referenced in the first proviso to this §18.14 solely with respect to the Notes held by such Purchaser and may elect to have such provisions be binding on such Purchaser, regardless of the consent of any other Purchaser. Any waiver or consent may be amended, and the performance given subject to satisfaction of conditions stated therein. Written notice of any waiver or observance consent affected under this subsection shall be promptly delivered by the Borrower or Issuer to any of its Subsidiaries of any terms of this Credit Agreement, Purchaser that did not execute the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Bankssame. Notwithstanding the foregoing, a decrease in the rate no amendment, alteration, modification or waiver of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of this §18.14, §00, §00 or any waiver by the Majority Banks of the Default provisions relating to Permitted Refinancing Indebtedness, or Event of Default relating thereto), the amount in each case any of the Commitments of related definitions shall be effective unless the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and parties hereunder have obtained the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the prior written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancesOpCo Required Lenders.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders, (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of Section 2.4 and Section 2.5 hereof, and (vi) the rights, duties and obligations of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Agent specified in the provisions of (S)10.5.2 Section 14 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 , may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release any obligor from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 S)5.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the commitment fee or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 S)26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of Banks and the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the BanksBorrower; and the amount of the Loan and Collateral Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and Fees; (S)16 S)15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part each of the Agent Agents; (S)10 may not be amended or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon waived without the Borrower shall entitle written consent of the Borrower to other or further notice or demand in similar or other circumstances.Super-majority Banks; the Borrowing Base may not be
Appears in 1 contract
Samples: Revolving Credit Agreement (California Steel Industries Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a decrease in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each the Maturity Date; a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; any modification to require a Bank affected therebyto fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; an amendment to this (S)27 and Section 27; an amendment of the definition of Majority Banks may not be amended, without Banks; or an amendment of any provision of this Agreement or the written consent Loan Documents which requires the approval of all of the Banks; all Banks or substantially all the Majority Banks to require a lesser number of the Collateral (except if the release or disposition of Banks to approve such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank, nor may there be any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Bank. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by Fleet in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of 84 the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without Fees, amend the written consent definition of Total Leverage Ratio or any of the Borrower and components thereof or the written consent method of each Bank affected therebycalculation thereof solely for purposes of calculating Applicable Margin;
(ii) (A) increase the aggregate amount of such Lender's Revolving Credit Commitment, Tranche A Commitment or Tranche B Commitment, as the case may be, other than in accordance with ss.16; (B) extend the expiration date of such Lender's Revolving Credit Commitment, Tranche A Commitment or Tranche B Commitment; or (C) change the requirement that any scheduled payments of principal of the Loans or voluntary or mandatory prepayments of the Loans or reductions in the Revolving Credit Commitments be applied pro rata to all Loans outstanding within the applicable Tranche or outstanding Revolving Credit Commitments, as applicable;
(iii) postpone or extend the Revolving Credit Loan Maturity Date and Date, the Term Loan Tranche A Maturity Date may not be postponedor the Tranche B Maturity Date or any other regularly scheduled dates for payments of principal of, no date fixed for payment may be postponed or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) any vote to rescind any acceleration made pursuant to ss.
15.1 of amounts owing with respect to the Loans and other Obligations and (B) any modifications of the amount provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, release any material portion of the Collateral, release any material guarantor from its guaranty obligations under the Guaranty (excluding, if the Borrower or any Subsidiary becomes a debtor under the federal Bankruptcy Code, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders), or change the seniority of any scheduled payment may not be reduced without Loans or the written consent priority of each Bank affected thereby; this any Loans with respect to any Collateral or guarantor;
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the BanksLenders, amend or waive this ss.19.12, the definition of Required Lenders or the distribution of collateral proceeds after an Event of Default pursuant to ss.15.4; all or substantially all of the Collateral or
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of c) (S)10.5.2 hereofi) may not be released without the written consent of all each the Initial Agents, amend or waive ss.17, and (ii) without the written consent of the Banks; and Administrative Agent, amend or waive the amount or time of payment of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Administrative Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice other provision applicable to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancesAdministrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 4.9 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bridgestreet Accommodations Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date timing of any waiver by regularly scheduled payment date for principal, interest or fees, the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; thereby (except that the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment Commitments may be postponed changed pursuant to and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyin connection with assignments made in accordance with Section 19 hereof); this (S)27 and the definition of Majority Banks may not be amended, without amended wiTHOUT the written consent of all of the Banks; all or substantially all the amount of any Letter of Credit Fees payable for the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Issuing Bank's account may not be released amended without the written consent of all of the Banks; Issuing Bank and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent, and this sentence may not be waived or modified except with the written consent of all of the Banks. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance occurrence of any Default breach or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender:
(i) reduce the amount of any Loan or any other Obligation, or the rate of interest on the Notes any Obligation (other than (A) interest on the Loans accruing pursuant to (S)6.11.2 Section 5.8 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating theretothereto and (B) waiver of the application of such default interest as contemplated by the parenthetical phrase in Section 15(a)(iii), );
(ii) increase the amount of such Lender’s Commitment or extend the Commitments expiration date of such Lender’s Commitment;
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, such Lender’s Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Banks application of the default rate of interest pursuant to Section 5.8, and (B) any vote to rescind any acceleration made pursuant to Section 12.2(a) of amounts owing with respect to the Loans and other Obligations, shall require only the approval of the Majority Lenders);
(iv) other than increases which are as contemplated by Section 13 or any transaction permitted by the terms of this Credit Agreement, release any substantial portion of the Collateral (S)20.1.2 hereofexcluding, if the Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor, which shall require only the approval of the Majority Lenders);
(v) amend the definition of “Advance Rate” if the effect of such amendment would be to increase the Advance Rate; or
(vi) amend the definition of “Asset Base” if the effect of such amendment would be to increase any component thereof;
(vii) reduce the required amount of, or extend the required payment date with respect to, any repayment of the Loans under Section 4.2; or
(viii) amend or waive (A) this Section 15.12, (B) the definition of “Majority Lenders” or (C) any provision herein that requires the consent of the Majority Lenders if the effect of such amendment or waiver would be to reduce the percentage voting requirement with respect to such provision;
(b) without the written consent of the Administrative Agent, amend or waive Section 13.10 or any other provision applicable to the Administrative Agent; or
(c) without the consent of any affected Interest Rate Hedge Counterparty, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof or modify any other provision of this Credit Agreement in a manner that would adversely affect such Interest Rate Hedge Counterparty. Notwithstanding anything to the contrary herein, no Defaulting Lender will have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), and except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (2) the amount of the Commitment Fee or Letter of Credit Fees hereunder principal and accrued fees and interest owing to any Defaulting Lender may not be reduced without the written consent of such Lender, and (3) any waiver, amendment or modification requiring the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders will require the Banks; all or substantially all of the Collateral (except if the release or disposition consent of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentDefaulting Lender. No waiver shall extend to or affect any obligation not expressly waived therein, or impair any right consequent thereonthereto. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Credit Party of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of each Credit Party and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default Loans or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without (other than interest accruing pursuant to 5.12 following the written consent effective date of any waiver by the Required Lenders of the Borrower and Default or Event of Default relating thereto;
(ii) increase the written consent amount of each Bank affected thereby; such Lenders Commitment or extend the Revolving Credit expiration date of such Lenders Commitment;
(iii) postpone or extend the Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (it being understood that (A) a waiver of the application of the Default Rate, (B) any vote to rescind any acceleration made pursuant to 12.1 of amounts owing with respect to the Loans and other Obligations and (C) any modifications of the Term Loan Maturity Date may not be postponedprovisions relating to amounts or timing of prepayments of Loans and other Obligations shall require only the approval of the Required Lenders); or
(iv) release any Credit Party from any Obligations consisting of principal, no date fixed for payment may be postponed and interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the amount Collateral or release all or substantially all of any scheduled payment may not be reduced without the written consent Guarantors from their guaranty obligations under the Guaranties (excluding, if a Credit Party becomes a debtor under the federal Bankruptcy Code, the release of each Bank affected thereby; this cash collateral, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, (i) amend or substantially all waive this 25 or the definition of Required Lenders, (ii) amend the definition of Borrowing Base or any of the Collateral components thereof in a manner which would result in a greater amount of credit being available to the Borrower, or (except if the release iii) amend or disposition of such Collateral is permitted or provided for in the provisions of waive 12.4;
(S)10.5.2 hereofc) may not be released without the written consent of all the Administrative Agent, amend or waive 2.6.2, 4, 14, the amount or time of payment of the Banks; and the amount of the Agent's Administrative Agents Fee or any Letter of Credit Fees payable for the Agent's Administrative Agents or the Issuing Lenders account and or any other provision applicable to the Administrative Agent or the Issuing Lender;
(S)16 may not be amended d) without the written consent of the Agent. No waiver shall extend Cash Management Bank, amend or waive any provision applicable 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 Cash Management Bank;
(e) without the written consent of the Agent Issuing Lender, amend or waive 4 or any other provision applicable to the Issuing Lender;
(f) in the event of any change in the Person acting as the Administrative Agent, the Issuing Lender or the Cash Management Bank hereunder, without the written consent of the Person formerly acting as Administrative Agent, Issuing Lender or Cash Management Bank, amend or waive any provision of this Credit Agreement accruing to the benefit of such Person in exercising any right shall operate as a waiver thereof respect of all actions taken or otherwise omitted to be prejudicial thereto. No notice taken by either of them prior to such change; or
(g) without the written consent of the Specified Required Lenders, amend or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstanceswaive 8.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without Fees, including, for purposes of calculation of the Applicable Margin, as a result of a change in the definition of Fixed Charge Ratio or any of the components thereof or the method of calculation thereto (it being understood that any change to the definition of Fixed Charge Ratio or any of the components thereof or the method of calculation thereto for purposes of calculating the covenants in Section 10 hereof shall only require the written consent of the Borrower and the written consent Required Lenders), but excluding interest accruing pursuant to Section 5.11.2 following the effective date of each Bank affected therebyany waiver by the Required Lenders of the Default or Event of Default relating thereto;
(ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; and
(iii) postpone or extend the Revolving Credit Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.11.2, (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations and (C) any modifications of the Term Loan Maturity Date may not be postponedprovisions relating to amounts, no date fixed for payment may be postponed timing or application of prepayments of Loans and other Obligations shall require only the amount approval of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 16.12 or the definition of the Collateral Required Lenders;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all the Administrative Agent, amend or waive Section 14, the amount or time of payment of the Banks; and the amount of the Administrative Agent's Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; and
(d) without the written consent of the Swing Line Lender, amend or waive Section 2.6.2, the amount or time of payment of the Swing Line Loans or any other provision applicable to the Swing Line Lender; and
(e) without the written consent of the Issuing Lender, amend or waive any Letter of Credit Fees payable for the AgentIssuing Lender's account and (S)16 may not be amended without or any other provision applicable to the written consent of the AgentIssuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent Administrative Agent, any Issuing Lender, the Swing Line Lender or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.prejudicial
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of each of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Reimbursement Obligations or reduce the rate of interest on the Notes -145- Revolving Credit Notes, the Swing Line Note or the amount of the Fees (other than interest accruing pursuant to (S)6.11.2 Section 4.11 following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of such Lender's Commitment or extend the Commitments expiration date of such Lender's Commitment; and
(iii) postpone or extend the Banks (Maturity Date or any other than increases which are contemplated by (S)20.1.2 hereof)regularly scheduled dates for payments of principal of, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; interest on, the Revolving Credit Loan Maturity Date Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 4.11, and (B) any vote to rescind any acceleration made pursuant to Section 12.1 of amounts owing with respect to the Term Loan Maturity Date may not be postponedRevolving Credit Loans and other Obligations, no date fixed for payment may be postponed and shall require only the amount approval of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; Lenders, (i) amend or waive Section 14.7, this Section 15.12 or the definition of "REQUIRED LENDERS" or (ii) increase the Total Commitment or (iii) other than pursuant to a transaction permitted by the terms of this Credit Agreement (as in effect on the date hereof), release all or substantially all a material portion of the Collateral or any Guarantor from its guaranty obligations under the Guaranties (except other than a Guarantor which would not otherwise meet the threshold set forth in the definition of "Material Domestic Subsidiary" (as in effect on the date hereof)) (excluding, if any Borrower or any of its Subsidiaries becomes a debtor under the federal Bankruptcy Code, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders, which shall require the consent of the Supermajority Lenders); or disposition (iv) increase the percentage of Eligible Accounts or Eligible Inventory (as applicable) in the calculation of the Domestic Borrowing Base, the U.K. Borrowing Base, the Austrian Borrowing Base or the German Borrowing Base or (v) amend the definitions of "Domestic Borrowing Base" or "U.K. Borrowing Base" or "Austrian Borrowing Base" or "German Borrowing Base" or of any definition of any component thereof, such that more credit would be available to the applicable Borrower, based on the same assets, as would have been available to the applicable Borrower immediately prior to such amendment, it being understood, however, that: the foregoing shall not (A) limit the adjustment by the Administrative Agent of any reserve in the Administrative Agent's administration of the Revolving Credit Loans as otherwise permitted by this Agreement or (B) prevent the Administrative Agent or the Co-Collateral Agent from restoring any component of the Domestic Borrowing Base, the U.K. Borrowing Base, the Austrian Borrowing Base or the German Borrowing Base, which had been lowered by the Administrative Agent or the Co-Collateral Agent back to the value of such Collateral is permitted component, as stated in this Agreement or provided for in the provisions of to an intermediate value;
(S)10.5.2 hereofc) may not be released without the written consent of all the Swing Line Lender, amend or waive Section 2.6.2 or any other provision applicable to the Swing Line Lender;
(d) without the written consent of the BanksIssuing Bank, amend or waive Section 3 or any other provision applicable to the issuance, extension or renewal of any Letters of Credit;
(e) without the written consent of the Fronting Bank, amend or waive Section 2.11 or any other provision applicable to the Fronting Bank; and and
(f) without the written consent of the Administrative Agent, amend or waive Section 13, the amount or time of payment of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Administrative Agent's account and (S)16 may not be amended without or any other provision applicable to the written consent of the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.be
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders, and the amount of the Commitment Fee Fees or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank Lenders affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date definition of Majority Lenders may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the BanksLenders; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (United States Filter Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the commitment fee or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment postponed (but may be postponed and the amount of any scheduled payment may not be reduced extended pursuant to Section 2.10) without the written consent of each Bank affected thereby; a release of all or substantially all of the Collateral shall not occur without the written consent of all the Banks; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.. 83 -77-
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Term Notes (other than interest accruing pursuant to (S)6.11.2 Section 3.12 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the date or amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), an interest or principal payment hereunder and the amount Loan Percentage of the Commitment Fee or Letter of Credit Fees any Bank hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 23 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 12 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise specifically set forth herein or in any other Loan Document, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries and the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on on, and the term or amount of, the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective date of any waiver by the Majority Banks of the Default payment due hereunder or Event of Default relating thereto)thereunder, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under §19 or pursuant to changes in the Total Commitment under §2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment fee payable to a Lender hereunder, (iv) any provision herein or in any of the Loan Documents which expressly requires consent of all the Lenders (including this §26), (v) the funding provisions of §2.5 and §2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in §14 hereof, and (vii) the definitions of Majority Lenders or Requisite Lenders, may not be reduced amended or compliance therewith waived without the written consent of each Bank Lender affected thereby; this , nor may the Agent release the Borrower or any Guarantor from its liability with respect to the Obligations (S)27 and the definition of Majority Banks may not be amendedother than pursuant to § 18.8), without first obtaining the written consent of all the Lenders. Unless otherwise directed by the Agent, any request for amendment or waiver shall be made on no less than ten (10) Business Days notice to the Lenders. Unless otherwise directed by the Agent, the failure of a Lender to respond to a request for waiver or amendment shall be deemed to constitute such Lender’s consent to such waiver or amendment requested (unless such waiver or amendment requires the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentLenders). No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate rates of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 S)6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) or the amount of the Commitment Fees or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the term of the Loans, the amount of the Commitments Commitment of any Bank, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)timing of payment of any principal, interest, fees, and the amount of the Commitment Fee or Letter of Credit Fees hereunder Reimbursement Obligations may not be reduced changed without the written consent of the Borrower Borrowers and of each Bank affected thereby; principal may not be forgiven without the written consent of the Borrowers and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.S)
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) hereunder, and the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder and the amount and time and any other term or condition or application of any mandatory prepayment under Section 4.5, may not be reduced changed without the written consent of the Borrower and the written consent all of each Bank affected therebythe Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyall of the Banks; any substantial portion of the Collateral (as defined in the Pledge Agreement) may not be released without the written consent of all of the Banks except (a) to the extent expressly contemplated by the Supplemental Indenture and the Pledge Agreement and (b) to the extent the aggregate principal amount of the Collateral Bonds exceeds one-hundred and ten percent (110%) of the sum of the aggregate Revolving Credit Commitments and the outstanding principal amount of the Term Loans; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Administrative Agent's account and (S)16 Section 16 may not be amended without the written consent of the Administrative 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 Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Bangor Hydro Electric Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee or Letter of Credit any Facility Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Fees fees payable for the Agent's account of the Administrative Agent pursuant to the Fee Letter, any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Banks may be amended without the written consent of the Issuing Banks; and (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver or consent to release with respect to any Loan Document that requires consent of each Lender or each affected Lender and has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with §4.12; provided that such amendment, waiver, consent or release can be effected as a result of the assignment(s) contemplated by such Section.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Maturity Date and the amount of the Commitments of the Banks and any postponement or reduction in scheduled commitment reductions may not be changed, (other than increases which are contemplated by (S)20.1.2 hereof), ii) the rate of interest on the Loans and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased, (iii) all or substantially all of the collateral security for the loans may not be released, and (iv) the terms of this Section 24 may not be changed without the written consent of the Borrower and the written consent of each Bank affected therebyof the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all each of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 13 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Bank or the 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 Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Allbritton Communications Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Term Loan Agreement to be given by the Banks Lenders may be given, and any term of this Credit Term Loan Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Term Loan Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders (unless otherwise specifically provided). Notwithstanding the foregoing, a decrease in the rate of interest on the Notes no amendment, modification or waiver shall:
(other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced a) without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; :
(i) reduce, delay or forgive the Revolving Credit payment or repayment when due of any Principal Payment Amount, the outstanding Principal Balances of any Loans or any Fees or other amounts payable to any Lender hereunder or under any other Loan Maturity Date and Document or reduce the Term Loan Maturity Date may not be postponed, no amount or rate of interest (or fees) on the Loans or the priority thereof (other than interest at the Post-Default Rate accruing before or after the date fixed for payment may be postponed and of any waiver by the Required Lenders of the Event of Default relating thereto);
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the Maturity Date or any other regularly scheduled payment may dates for payments of principal of, or interest on, the Loans or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders);
(iv) other than pursuant to a Permitted Securitization or any other transaction not be reduced without prohibited by the written consent terms of each Bank affected therebythis Term Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrower or any Subsidiary of Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of “cash collateral”, as defined in Section 363(a) of the Federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); this and
(S)27 v) change the pro rata nature of payments to and the definition of Majority Banks may not be amended, from a Lender.
(b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 16.12, any other provision of this Term Loan Agreement or any other Loan Document that expressly requires the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and Lenders, the amount definitions of “Eligible Container”, “Required Lenders”, “Borrowing Base”, “Aggregate Net Book Value”, “Advance Rate” or “Pro Rata Share”, or the Agent's Fee or any Letter first sentence of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.Section 4.1(a);
Appears in 1 contract
Samples: Term Loan Agreement (TAL International Group, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Credit Loan, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.10 following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of such Lender’s Commitment or extend the Commitments expiration date of such Lender’s Commitment (it being understood that any amendments or waivers that have the effect of waiving or eliminating any Default or Event of Default shall not constitute an increase in any Lender’s Commitment);
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Credit Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Banks application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Credit Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than increases which are contemplated pursuant to a transaction permitted by (S)20.1.2 hereof)the terms of this Credit Agreement, and the amount release all or substantially all of the Commitment Fee or Letter Collateral (excluding, if the Borrower becomes a debtor under the Bankruptcy Code, the release of Credit Fees hereunder may not be reduced without the written consent “cash collateral”, as defined in Section 363(a) of the Borrower and Bankruptcy Code pursuant to a cash collateral stipulation with the written consent of each Bank affected thereby; debtor approved by the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders:
(i) amend or substantially all waive this Section 16.12 or the definition of Required Lenders;
(ii) reduce or waive any Scheduled Principal Payment Amount or the Collateral (except if the release or disposition amount of such Collateral is permitted or provided for in any prepayment required pursuant to the provisions of Section 3.2 hereof;
(S)10.5.2 hereofiii) may not be released without amend or modify (i) the written consent relative payment priority of all amounts payable to the Lenders pursuant to Section 4.1 or (ii) the definition of the Banks; and terms “Borrowing Base”, “Early Amortization Event”, “Borrowing Base Deficiency”, “Event of Default” or “Original Cost” (or any definition used in any of the foregoing definitions) in a manner which would effectively increase the effective advance rate used in the calculation of the Borrowing Base or eliminate or decrease the amount of of, or delay the Agent's Fee timing of, any prepayment or any Letter of Credit Fees accelerated principal payment otherwise payable for the Agent's account and to a Lender;
(S)16 may not be amended c) without the written consent of the Administrative Agent, amend or waive Section 14, the amount or time of payment of the Fees payable for the Administrative Agent’s account or any other provision applicable to the Administrative Agent;
(d) without the written consent of each Interest Rate Hedge Provider (A) directly and adversely effected thereby, (i) amend, modify or waive any rights expressly granted to it under this Credit Agreement or the other Loan Documents (including, without limitation, the right to receive notices, to be secured by the Collateral, have certain payment priorities in the “waterfall” order of payments set out in Section 4.1 and to consent to certain amendments); (ii) impair the Collateral or permit any Liens to be imposed on the Collateral, except as expressly permitted pursuant to the terms of this Credit Agreement and the other Loan Documents; or (iii) waive an Event of Default if, at the time of such waiver, an Interest Rate Hedge Agreement has been previously terminated and the Interest Rate Hedge Provider is owed any payments on account thereof; or (B) with respect to any other provision not addressed in clause (A), be effective if such amendment, modification or waiver could reasonably be expected to have a material adverse effect on such Interest Rate Hedge Provider. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. The Required Lenders shall take such actions, including executing and filing appropriate releases in connection with a sale, transfer or other disposition (including by lease) of Collateral permitted by the terms of this Credit Agreement.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Term Loans or reduce the rate of interest on the Term Notes (other than interest accruing pursuant to (S)6.11.2 §5.10.2 following the effective date Closing Date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of such Lender’s Commitment or extend the Commitments expiration date of such Lender’s Commitment or reinstate any Commitment that has been terminated;
(iii) postpone or extend the Maturity Date or any Principal Payment Date or other regularly scheduled dates for payments of principal of, or interest on, the Term Loans or any fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Banks application of the default rate of interest pursuant to §5.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Term Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than increases which are contemplated pursuant to a transaction permitted by (S)20.1.2 hereof)the terms of this Credit Agreement, and the amount release in one transaction or a series of related transactions all or substantially all of the Commitment Fee Collateral (excluding if the Borrower or Letter of Credit Fees hereunder may not be reduced without the written consent any Subsidiary of the Borrower and becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; “cash collateral”, as defined in Section 363(a) of the Revolving Credit Loan Maturity Date and federal Bankruptcy Code pursuant to a cash collateral stipulation with the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and debtor approved by the amount of Required Lenders) or release CAI or any scheduled payment may not be reduced without other Guarantors from their guaranty obligations under the written consent of each Bank affected thereby; this Guaranty;
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this §16.12, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive the definition of the Collateral term “Borrowing Base” in a manner that increases the amount thereof, amend or waive the definition of the term “Required Lenders” or change the number of Lenders which shall be required to take action hereunder, amend, modify or waive a Principal Payment Amount or Required Prepayment Amount or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing of payments in a manner that would alter the pro rata sharing of payments required thereby;
(except if c) no amendment, waiver or consent shall, unless in writing and signed by the release Administrative Agent in addition to the Lenders required above, affect the rights or disposition duties of such Collateral is permitted the Administrative Agent under this Agreement or provided for in the provisions of any other Loan Document; or
(S)10.5.2 hereofd) may not be released without the written consent of each Lender directly affected thereby, waive any condition set forth in § 11 or § 12. Notwithstanding anything to the contrary herein, no Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Banks; and applicable Lenders other than Delinquent Lenders), except that (x) the amount Commitment of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Delinquent Lender may not be amended increased or extended without the written consent of such Lender and (y) any waiver, amendment or modification requiring the Agent. No waiver consent of all Lenders or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course require the consent of dealing or delay or omission on the part of the 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 Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancessuch Delinquent Lender.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), a reduction or waiver of payment of any of the obligations due to the Agent or any Bank pursuant to the Loan Documents (S)6.11.2 other than interest accruing pursuant to Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the date fixed for payment of any amounts owing pursuant to this Credit Agreement or the other Loan Documents, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and this Section 26, the amount of the Commitment Fee or Letter of Credit Fees fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyBank; the release of any of the Guarantors or all or substantially all of any Collateral held by the Agent for the benefit of the Banks may not be amended without the written consent of all of the Banks; any increase in any Borrowing Base advance rates and the definitions of Borrowing Base and Majority Banks may not be amended without the written consent of all of the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and , the amount of the Agent's Fee fee or any Letter of Credit Fees fees payable for the Agent's account may not be amended without the consent of the Agent and (S)16 Section 16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Western Digital Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or BPI or any of its their respective Subsidiaries of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Required Banks. Notwithstanding the foregoing, a decrease in Unanimous Bank Approval shall be required for any amendment, modification or waiver of this Agreement that:
(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any interest “breakage” costs) or any fees due any Bank hereunder, or permits any prepayment not otherwise permitted hereunder; or
(ii) changes the unpaid principal amount of any Loan, reduces the rate of interest applicable to any Loan, or reduces any fee payable to the Banks hereunder; or
(iii) changes the date fixed for any payment of principal of or interest on any Loan (including, without limitation, any extension of the Notes Maturity Date) or any fees payable hereunder (including, without limitation, the waiver of any monetary Event of Default) or results in the expiration date of any Letter of Credit being after the Maturity Date; or
(iv) changes the amount of any Bank’s Commitment (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default an assignment permitted under §20.1) or Event of Default relating thereto), increases the amount of the Commitments Total Commitment except as permitted hereunder; or
(v) modifies any provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Bank Approval; or
(vi) changes the definitions of the Required Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Unanimous Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentApproval. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or the Banks or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Agent or the Banks. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing, no amendment or modification to §16 or to the fee payable to the Agent under this Agreement may be made without the prior written consent of the Agent, and the waiver of any fee payable to the Agent shall require only the consent of the Agent. In addition, no amendment or modification to or waiver of the provisions of §2.8 may be made without the prior written consent of the Swingline Lender or of the provisions of §§3.1 through 3.6 may be made without the prior written consent of the Fronting Bank and, without limitation of the provisions requiring Unanimous Bank Approval or the consent of the Required Banks, no amendment or modification to or waiver of the provisions of §2.9 may be made without the prior written consent of those Banks holding more than 50% of the outstanding Bid Rate Advances at the applicable time of reference.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.10.2 following the thE effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and ) or the amount of the Commitment Fee or Letter of Credit Fees hereunder may or increase the rate of interest on any Note if the rate of interest is not be reduced without increased proportionally on all the written consent Notes or amend the definition of Leverage Ratio or any of the Borrower and components thereof or the written consent method of each Bank affected thereby; calculation thereof for purposes of calculating the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and Applicable Margin;
(ii) increase the amount of any Lender's Revolving Credit Commitment, Term A Commitment, or Term B Commitment or extend the expiration date of such Lender's Revolving Credit Commitment;
(iii) postpone or extend the Revolving Credit Maturity Date, the Term A Maturity Date or the Term B Maturity Date or any other regularly scheduled payment may not be reduced without dates for payments of principal of, or interest on, the written consent of each Bank affected thereby; this Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (S)27 and the definition of Majority Banks may not be amended, without the written consent of all it being understood that (A) a waiver of the Banks; all or substantially all application of the Collateral default rate of interest pursuant to ss.6.10.2, anD (except if the release or disposition B) any vote to rescind any acceleration made pursuant to ss.
14.1 of such Collateral is permitted or provided for in amounts owing with respect to thE Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of (S)10.5.2 hereof) may not be released without the written consent prepayments of all of the Banks; Loans and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancesObligations, including under ss.ss.4.4.2.1, 4.4.2.2 And 4.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Furrs Restaurant Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders; provided, that the Borrower may unilaterally amend Schedule 7.19 as required by §7.19 or Schedule 1(f). Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without (other than (A) interest accruing pursuant to §5.10 following the written consent effective date of any waiver by the Required Lenders of the Borrower and Default or Event of Default relating thereto or (B) as a result of a change in the written consent definition of each Bank affected thereby; Leverage Ratio or any of the components thereof or the method of calculation thereto);
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Term Loan Maturity Date may not be postponedLoans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, no date fixed for payment may be postponed and release all or substantially all of the amount Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if the Borrower or any scheduled payment may not be reduced without Subsidiary of a Borrower becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; this “cash collateral,” as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this §16.12 or the definition of the Collateral Required Lenders;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all the Administrative Agent, amend or waive §2.6.2, §14, the amount or time of payment of the Banks; and the amount of the Administrative Agent's ’s Fee or any Letter of Credit Fees payable for the Administrative Agent's ’s account and (S)16 may not be amended without or any other provision applicable to the written consent of the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Friendly Ice Cream Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a) the outstanding principal amount of the Notes may not be reduced, the amortization of the Notes may not be lengthened, the maturity of the Notes may not be extended, the amount of the Commitments of the Banks may not be increased, the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 9.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), ) and the amount of the Commitment Fee Fees or Letter of Credit Fees hereunder may not be reduced without the written consent reduced, and no substantial portion of the Borrower and Collateral (other than in connection with dispositions of Collateral permitted hereunder) or any guarantee of the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment Obligations may be postponed and the amount of any scheduled payment may not be reduced released, in each case without the written consent of each Bank affected thereby; (b) this (S)27 Section 30 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee any fees or any Letter of Credit Fees payable for the Agent's account account, Sections 5 and (S)16 19 may not be amended without the written consent of the Agent; and (d) no amendment, waiver or consent shall affect the rights and obligations of the Swing Line Bank without the written consent of the Swing Line Bank in addition to the Banks required above to take such action. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mercury Air Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 §5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; any guaranty of the Borrower and Obligations may not be released without the written consent of each Bank affected thereby; the Revolving Credit Loan amount of the Commitments may not be increased and without the written consent of the Borrower and of each Bank affected thereby; the Maturity Date and the Term Loan Maturity Date any required payment dates may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 §25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank affected thereby: a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default except as contemplated in §2.8); an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or any Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks, the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Holdings, the Borrower or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Revolving Credit Notes, the effective date maturity of any waiver by or extension of scheduled payments on the Majority Banks Revolving Credit Notes, the release of all or substantially all of the Default or Event of Default relating thereto)Collateral, the amount of the Commitments of the Banks (other than increases which are contemplated by except as expressly provided for in (S)20.1.2 S)2.1.2 hereof), ) and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyBank; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)26 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks, provided however, that the Agent may, in its reasonable discretion, release Collateral with an aggregate value of $500,000 or less in any calendar year. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrowers and each of the Banks affected thereby: (a) increase the Commitments of the Banks or subject any Bank to any additional obligations, or (b) reduce the principal of or the rate of interest on the Notes (other than including, without limitation, interest accruing pursuant to (S)6.11.2 following the effective date of on overdue amounts) or any fees payable hereunder; and FURTHER, no amendment, waiver by the Majority Banks or consent shall do any of the Default or Event of Default relating thereto), the amount following unless in writing and signed by ALL of the Commitments of Banks: (c) postpone the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no or any date fixed for any payment may be postponed and in respect of principal or interest (including, without limitation, interest on overdue amounts) on the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Notes, (S)27 and d) change the definition of "Majority Banks" or the number of Banks may not which shall be amended, without required for the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Banks or any Letter of Credit Fees payable for them to take any action under the Agent's account and Loan Documents; (S)16 may not be amended without the written consent of the Agente) amend this Section 14.8 or Section 18; (f) release any Collateral with an aggregate value exceeding $500,000 in any calendar year or (g) release any Borrower from its obligations hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or 68 -62- otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Letter of Credit Obligations, or reduce the rate of interest on the Notes or the amount of any Fees payable to such Lender (other than interest accruing pursuant to (S)6.11.2 Section 2.05(e) following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of such Lender's Commitment or extend the Commitments expiration date of such Lender's Commitment; and
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or the Letter of Credit Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the Banks (other than increases which are contemplated by (S)20.1.2 hereofapplication of the Default Rate pursuant to Section 2.05(e), and (B) any vote to rescind any acceleration made pursuant to Article VII of amounts owing with respect to the amount Loans and other Obligations shall require only the approval of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 10.05 or the definition of the Collateral Required Lenders;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all of the Banks; and Issuing Lender, amend or waive Article III, the amount or time of the Agent's Fee or any payment of Letter of Credit Fees payable for the AgentIssuing Lender's account and or any other provision applicable to the Issuing Lender; and
(S)16 may not be amended d) without the written consent of the AgentAgents and the Issuing Lender, amend or waive Article VIII. 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 any Lender or 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 Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes no amendment, modification or waiver shall:
(other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced a) without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; :
(i) reduce or forgive the Revolving Credit principal amount of any Loans, or reduce the rate of interest on the Notes or the amount of the Commitment Fee or eliminate indemnity rights in favor of such Lender;
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the Tranche A Loan Maturity Date, the Tranche B Loan Maturity Date and or any other regularly scheduled dates for payments of principal of, or interest on, the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and Loans or the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Commitment Fees or other amounts payable to such Lender;
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all or substantially all Lenders, release any of the Collateral Significant Subsidiaries from its guaranty obligations under the Guaranty to which it is a party (except if it being understood that this limitation shall not apply to any release related to transactions permitted by §8.5), amend or waive this §15.11 or the release definition of Required Lenders (it being understood that the addition of one or disposition more additional credit facilities, the allowance of the credit extensions, interest and fees thereunder to share ratably or on a subordinated basis with the Loans, interest and the Commitment Fees in the benefits of the Loan Documents and the inclusion of the holders of such Collateral is permitted or provided for facilities in the provisions determination of (S)10.5.2 hereof) may not be released without Required Lenders shall require only the written consent of all approval of the BanksRequired Lenders); and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and and
(S)16 may not be amended c) without the written consent of the Administrative Agent, amend or waive §13 or any other provision applicable to the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. If a Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with §4.10; provided that such amendment, waiver, consent or release may be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Barnes Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or BPI or any of its their respective Subsidiaries of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Banks, provided, however, that no such consent, approval, amendment or waiver shall:
(a) waive any condition set forth in §§12.1, 12.2, 12.3,12.4,12.8, 12.13, 12.17 without Unanimous Bank Approval;
(b) extend or increase the written consent Commitment of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes any Bank (other than interest accruing or reinstate any Commitment terminated pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced §14.2) without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no such Bank;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment may be postponed and of principal, interest, fees or other amounts due to the amount Banks (or any of them) hereunder or under any other Loan Document or extend the expiration date of any scheduled payment may not be reduced Letter of Credit to a date later than the Letter of Credit Expiration Date without the written consent of each Bank directly affected thereby; ;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this (S)27 and §28 relating to amendments to the definition of Majority Banks may not be amendedFee Letter) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of all each Bank directly affected thereby; provided, however, that only the consent of the Banks; all Required Banks shall be necessary (i) to amend the definition of “Default Rate” or substantially all to waive any obligation of the Collateral Borrower to pay interest or Letter of Credit Fees at the Default Rate or (except ii) to amend any financial covenant hereunder (or any defined term used therein) even if the release or disposition effect of such Collateral is permitted amendment would be to reduce the rate of interest on any Loan or Reimbursement Obligation or to reduce any fee payable hereunder;
(e) change §14.3 in a manner that would alter the pro rata sharing of payments required thereby without Unanimous Bank Approval; or
(f) change any provision of this §28 or the definition of “Required Banks” or “Unanimous Bank Approval” or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without Unanimous Bank Approval; and, provided for further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the provisions of (S)10.5.2 hereof) may not be released without Fronting Bank in addition to the written consent of all Banks required above, affect the rights or duties of the Banks; and the amount of the Agent's Fee Fronting Bank under this Agreement or any Issuer Document relating to any Letter of Credit Fees payable for issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Agent's account Swingline Lender in addition to the Banks required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; (S)16 iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Delinquent Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires Unanimous Bank Approval or approval of each affected Bank may be effected with the consent of the applicable Banks other than Delinquent Banks), except that (x) the Commitment of any Delinquent Bank may not be amended increased or extended without the written consent of such Bank and (y) any waiver, amendment or modification requiring Unanimous Bank Approval or approval of each affected Bank that by its terms affects any Delinquent Bank more adversely than other affected Banks shall require the Agentconsent of such Delinquent Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or the Banks or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Agent or the Banks. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing, the waiver of any fee payable to the Agent shall require only the consent of the Agent. Without limitation of the provisions requiring Unanimous Bank Approval or the consent of the Required Banks, no amendment or modification to or waiver of the provisions of §2.9 may be made without the prior written consent of those Banks holding more than 50% of the outstanding Bid Rate Advances at the applicable time of reference. If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires Unanimous Bank Approval, or requires the consent of the Banks (including such non-consenting Bank) directly affected by such proposed amendment, waiver, consent or release, and such amendment, waiver, consent or release has been approved by the Required Banks or, as applicable, by all of the Banks, other than such non-consenting Bank, who would be directly affected by such amendment, waiver, consent or release, the Borrower may replace such non-consenting Bank in accordance with §5.8, provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Any action that is permitted to be taken or not taken with the consent or at the request of the Required Banks hereunder that is so taken or not taken shall be binding upon all of the Banks.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boston Properties LTD Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, including, without limitation, Sections 2.14 and 4.4, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than (i) as provided in Section 2.14, and (ii) interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks nor any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank; and (f) no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of any Swing Bank solely acting in such capacity, unless in writing executed by such Swing Bank, in each case in addition to the Borrowers and the Banks required above. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the rate of interest on the Term Notes (other than interest accruing pursuant to (S)6.11.2 following may not -61- be reduced or forgiven, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Term Notes may not be extended, and the amount of regularly scheduled payment date for principal or interest on the Commitment Fee or Letter of Credit Fees hereunder Term Notes may not be reduced postponed or extended, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; the Revolving Credit Loan Maturity Date and principal amount of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly affected thereby; this (S)27 section 22 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of the Collateral Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 section 3.13 hereof) may not be released without the written consent of all of the BanksLenders; and the amount of the Agent's Fee or any Letter of Credit Agent Fees payable for the account of the Agent's account , and (S)16 section 11 hereof may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly set forth in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Company of any terms term of this Credit Agreement, the other Loan Documents or such other instrument 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, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease or any other provision of this Agreement or the Letter of Credit Documents to the contrary, decreases in the rate rates of interest on the Notes, forgiveness of any amounts due under the Notes, extensions in the stated maturity of the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective stated expiration date of any waiver by Letters of Credit or in the Majority Banks time for payment of any interest or fees payable hereunder, increases in the Default Commitment Amounts or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Commitment Percentages, and decreases in the amount of the Commitment Fee or Letter of Credit Fees other fees payable hereunder may not be reduced made without the written consent of the Borrower Company and each of the written consent Banks; neither the definition of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponedMajority Banks nor Section s 7.11, no date fixed for payment 7.12 or 19 of this Agreement may be postponed and the amount of any scheduled payment may not be reduced amended without the written consent of the Company and each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of any fee payable to the Agent's Fee or any Letter of Credit Fees payable for the Agent's account Agent in connection herewith and (S)16 Section 10 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Company shall entitle the Borrower Company to other or further notice or demand in similar or other circumstances.
(b) In the event the Company seeks an amendment of a dollar limitation set forth in Section 7.27 or Section 7.28, the Company shall provide notice to each Bank of such request in substantially in the form of Exhibit E. So long as no Default or Event of Default exists, if any Bank fails to respond to such request within ten Business Days of receipt of such notice, the Bank shall be deemed to have assented to such request. Each notice by the Company shall state that a failure to respond within such period shall be deemed to constitute assent to the request and shall be accompanied by all relevant information necessary for the Banks to evaluate such request.
Appears in 1 contract
Samples: Revolving Credit Agreement (Universal Health Realty Income Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (i) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (ii) in the case of an increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofin each case, except as provided in §2.11 and §18.1), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender whose Commitment is increased; (iii) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (iv) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (v) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at an earlier date; (vi) in the case of an extension of the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date (except as provided in §2.12 or pursuant to an Extension), each Lender whose Commitment is thereby extended; (vii) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected hereby; (viii) in the case of the release of Borrower or any material portion of the Guarantors except as otherwise provided in this Agreement, each Lender directly affected thereby; this (S)27 and ix) in the case of an amendment of the definition of Majority Banks may not be amendedLenders, without each Lender directly affected thereby, in the written case of an amendment of the definition of Majority Revolving Credit Lenders, each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, each Term Loan A Lender, and, in the case of an amendment to the definition of Majority Term Loan B Lenders, each Term Loan B Lender; (x) in the case of any modification to require a Lender to fund a pro rata share of a Loan to Borrower other than based on such Lender’s Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (xi) in the case of an amendment to this §27, each Lender directly affected thereby; (xii) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders, to require a lesser number of Lenders to approve such action, each Lender directly affected thereby, in the case of an amendment of any provision of any Loan Document that requires the approval of the Collateral (except if the release or disposition Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such Collateral is permitted or provided for action, each Revolving Credit Lender or, in the provisions case of (S)10.5.2 hereof) may not be released without the written consent of all an amendment to any provision of the Banks; and Loan Documents that requires the amount approval of the Agent's Fee Majority Term Loan A Lenders or any Majority Term Loan B Lenders, as applicable, to require a lesser number of Lenders to approve such action, each Term Loan A Lender or Term Loan B Lender, respectively; or (xiii) in the case of the issuance or an extension of a Letter of Credit Fees payable for beyond the Agent's account and (S)16 Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent of the AgentAgent (and, with respect to §14.9, Borrower). There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender or Bid Loans without the consent of the Bid Loan Lenders, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of any provision in the Loan Documents which result in a modification of the conditions to funding with respect to the Revolving Credit Commitment, the Term Loan A Commitment or the Term Loan B Commitment without the written consent of the Majority Revolving Credit Lenders, the Majority Term Loan A Lenders or the Majority Term Loan B Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders, the Term Loan A Lenders or the Term Loan B Lenders without the approval of the Majority Revolving Credit Lenders, the Majority Term Loan A Lenders or Majority Term Loan B Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereonon any matter not expressly waived. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the any of Borrower or Guarantors shall entitle the Borrower or Guarantors to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or, except as provided in §2.12, extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12 and an Extension as provided in this §27, in each case, without any additional consents.
(b) Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment shall become effective without any further or consent of any of other party to this Agreement.
(i) The Borrower may, by written notice to the Agent from time to time, request an extension (each, an “Extension”) of the maturity date of any Class of Loans and Commitments to the extended maturity date specified in such notice. Such notice shall (A) set forth the amount of the applicable Revolving Credit Commitments, Term Loans A and/or Term Loans B that will be subject to the Extension (which shall be in a minimum amount reasonably acceptable to the Agent and the Borrower), (B) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Agent shall agree in its sole discretion)) and (C) identify the relevant Class of Revolving Credit Commitments, Term Loans A and/or Term Loans B to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Agent and the Borrower. If the aggregate principal amount of Revolving Credit Commitments, Term Loans A or Term Loans B in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, Term Loans A or Term Loans B, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Credit Commitments, Term Loans A or Term Loans B, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(ii) The following shall be conditions precedent to the effectiveness of any Extension: (A) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (B) each of the representations and warranties made by or on behalf of the Borrower, Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which they were made and shall also be true in all material respects as of the effective date of such Extension, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), (C) the Issuing Lender and the Swing Loan Lender shall have consented to any Extension of the Revolving Credit Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Loans at any time during the extended period, (D) the terms of such Extended Revolving Credit Commitments, Extended Term Loans A and Extended Term Loans B shall comply with §27(c)(iii) and (E) the Revolving Credit Commitments, Term Loan A Commitments and Term Loan B Commitments of any nonparticipating Revolving Credit Lender, Term Loan A Lender and Term Loan B Lender shall terminate and the Revolving Credit Loans, Term Loans A and Term Loans B of such Lender shall be due and payable in each case on the original Revolving Credit Maturity Date, the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, or such other date specified by Section 12, and such Loans, together with all interest, fees and other amounts accrued or otherwise due and payable to such Lender shall have been paid on or before the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, or such earlier date specified in Section 12. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Commitments or Loans of any Lender be extended pursuant to this Section §27(c) unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be deemed to be a rejection by such Lender of such Extension Offer.
(iii) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (A) the final maturity date of any Extended Revolving Credit Commitment, Extended Term Loan A or Extended Term Loan B shall be no earlier than the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, respectively, (B)(1) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments and (2) the average life to maturity of the Extended Term Loans A or the Extended Term Loans B, as applicable, shall be no shorter than the remaining average life to maturity of the existing Term Loans A or the existing Term Loans B, as applicable, (C) the Extended Revolving Credit Loans, the Extended Term Loans A and the Extended Term Loans B will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans, the existing Term Loans A and the existing Term Loans B and the borrower and guarantors of the Extended Revolving Credit Commitments, the Extended Term Loans A or the Extended Term Loans B, as applicable, shall be the same as the Borrower and Guarantors with respect to the existing Revolving Credit Loans, Term Loans A or Term Loans B, as applicable, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Credit Loans thereunder), the Extended Term Loans A and Extended Term Loans B shall be determined by the Borrower and the applicable extending Lenders, (E)
(1) the Extended Term Loans A or Extended Term Loans B, as applicable, may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans A and Term Loans B, as applicable, and (2) borrowing and prepayment of Extended Revolving Credit Loans, or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Loans, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments) and (F) the terms of the Extended Revolving Credit Commitments, the Extended Term Loans A or the Extended Term Loans B, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (A) through (E) above).
(d) In connection with any Extension, the Borrower, the Agent and each applicable extending Lender shall execute and deliver to the Agent an Extension Amendment and such other documentation as the Agent shall reasonably specify to evidence the Extension. The Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments, Extended Term Loans A or Extended Term Loans B as a new Class or tranche of Revolving Credit Commitments, Term Loans A or Term Loans B, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of the Revolving Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this section.
Appears in 1 contract
Samples: Credit Agreement (CyrusOne Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Requisite Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)Notes; except as provided in Section 2.10, an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount any Banks; a reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a reduction in the amount of any scheduled fee payable to a Bank hereunder; an extension of the Maturity Date; the release of the Borrower or the Guarantor except as otherwise provided herein; any modification to require a Bank to fund a pro rata share of a request for an advance of the Loans made by the Borrower other than based on its Commitment Percentage; a change to this Section 27; any postponement of any date fixed for any payment may of principal of or interest on the Loan; any change in the manner of distribution of any payments to the Banks or Agent; a change to the provisions of Section 2.1 which provide that the Banks shall not be reduced without required to make an advance of proceeds of the written consent Loan following a Default or Event of each Bank affected therebyDefault (provided that the foregoing shall not limit the ability of the Requisite Banks to waive a Default or Event of Default or agree to make an advance notwithstanding such Default of Event of Default); this (S)27 and or an amendment of the definition of Majority Banks may not be amended, without Requisite Banks; or an amendment of any provision of this Agreement or the written consent Loan Documents which requires the approval of all of the Banks or the Requisite Banks to require a lesser number of Banks to approve such action. Notwithstanding the requirement for approval of an amendment, modification or waiver by the Requisite Banks; all , there shall be no amendment, modification or substantially all waiver of any provisions in the Loan Documents with respect to Swing Loans without also obtaining the consent of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the Swing Loan Bank. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default (other than a Default or Event of Default under (S)12.1(g) or (S)12.1(h)) may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 S)5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of Revolver A Commitment Fee, the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Revolver B Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the amount of the Commitments may not be increased without the written consent of the Borrower and of each Bank affected thereby; the Revolving Credit A Loan Maturity Date and the Term Revolving Credit B Loan Maturity Date may not be postponed, and no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (S)12.1(g) and (S)12.1(h) may not be amended, and no Default or Event of Default thereunder may be waived, and this (S)27 S)26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 S)15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Varian Semiconductor Equipment Associates Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any 74 -
(a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Banks; provided, however, that the written consent of the Majority BanksRequisite Banks shall be required to modify or amend or waive the performance or observance by the Borrower of any of the provisions of §§8.1, 8.3 or Article 9. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)except pursuant to §18.1; a change in the manner of determining the Borrowing Base; a change in the definition of Qualifying Mortgage Loans or the manner of determining same; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower or any Collateral except as otherwise provided herein; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks may not be amended, without the written or Requisite Banks or of any requirement for consent of by all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for a Change in Control; an increase in the provisions Total Commitment; or an amendment of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the this §27. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of §14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank or Agent in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
(b) If written consent is required for some action under this §27 or otherwise under this Agreement, each Bank agrees to give Agent or the other Banks, within fifteen (15) Business Days of receipt of the request for action together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of its approval or disapproval (collectively "Directions") in respect of any action requested or proposed in writing pursuant to the terms hereof. Each Bank shall be entitled to assume that any officer of the other Banks delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless such Bank has otherwise been notified.
(c) If written consent is required for the requested action, any Bank that fails to respond to a request for Directions within the required time period shall be deemed to be a "Non-Consenting Bank". Within thirty (30) days after the date for delivery of the consent to the - 75 - Direction, Agent, by written notice to the Non-Consenting Bank, shall have the right to elect to purchase such Non-Consenting Bank's Commitment. The purchase price for such Commitment shall be an amount equal to any and all amounts outstanding and owned by the Borrower to such Non-Consenting Bank including principal, accrued interest and any fees. Upon payment of the purchase price, the Non-Consenting Bank's interest in the Obligations and under this Agreement shall terminate and the Non-Consenting Bank shall deliver to Agent such documents as are reasonably necessary to effect the transfer of its Commitment to Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Foundation Capital Resources Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or BPI or any of its their respective Subsidiaries of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in Unanimous Bank Approval shall be required for any amendment, modification or waiver of this Agreement that:
(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any interest "breakage" costs) or any fees due any Bank hereunder, or permits any prepayment not otherwise permitted hereunder; or
(ii) changes the unpaid principal amount of any Loan, reduces the rate of interest applicable to any Loan, or reduces any fee payable to the Banks hereunder; or
(iii) changes the date fixed for any payment of principal of or interest on any Loan (including, without limitation, any extension of the Notes Maturity Date) or any fees payable hereunder (including, without limitation, the waiver of any monetary Event of Default); or
(iv) changes the amount of any Bank's Commitment (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default an assignment permitted under Section 20.1) or Event of Default relating thereto), increases the amount of the Commitments of Total Commitment except as permitted hereunder; or
(v) modifies any provision herein or in any other Loan Document which by the Banks terms thereof expressly requires Unanimous Bank Approval; or
(other than increases which are contemplated by (S)20.1.2 hereof), and vi) changes the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition definitions of Majority Banks, Required Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentUnanimous Bank Approval. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or the Banks or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Agent or the Banks. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing, the Required Banks shall be required for any amendment, modification or waiver of this agreement that:
(i) amends any of the covenants contained in Section 10.1 through Section 10.7, inclusive or amends any of the definitions which are financial terms contained therein, or
(ii) amends any of the provisions governing funding contained in Section 2, or
(iii) changes the rights, duties or obligations of the Agent specified in Section 16 (PROVIDED that no amendment or modification to such Section 16 or to the fee payable to the Agent under this Agreement may be made without the prior written consent of the Agent and that the waiver of any fee payable to the Agent shall require only the consent of the Agent). In addition, no amendment or modification to or waiver of the provisions of Section 2.8 may be made without the prior written consent of the Swingline Lender and, without limitation of the provisions requiring Unanimous Bank Approval or the consent of the Required Banks, no amendment or modification to or waiver of the provisions of Section 2.9 may be made without the prior written consent of those Banks holding more than 50% of the outstanding Bid Rate Loans at the applicable time of reference.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; any guaranty of the Borrower and Obligations may not be released without the written consent of each Bank affected thereby; the Revolving Credit Loan amount of the Commitments may not be increased and without the written consent of the Borrower and of each Bank affected thereby; the Maturity Date and the Term Loan Maturity Date any required payment dates may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount term of the Commitments Loans, the definition of Maturity Date, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, interest or fees hereunder or any mandatory payment of principal under Section 3.2.1, the pro rata sharing provisions of Section 13.12.1 and the amount of the Commitment Fee or Letter of Credit Fees facility fees hereunder may not be reduced changed and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the Outstanding principal amount of any scheduled payment may not be reduced without the written consent Loans (or, if no Loans are Outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 24 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliance Capital Management L P)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a) without the written consent of the Borrowers and the written consent of each Bank affected thereby, the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 2.2(b) following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the Maturity Date may not be postponed, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)may not be increased, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees or German Risk Participation Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebydecreased; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and b) the definition of Majority Banks may 89 -84- not be amended, amended without the written consent of all of the Banks; (c) all or substantially all a material portion of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks (other than a release of any Stock Collateral, as defined in each of the Stock Pledge Agreements, with respect to which the written consent of only the Majority Banks shall be required); (d) no Guarantor may be released from its guaranty of the Obligations pursuant to Section 6.4 hereof without the written consent of all of the Banks; (e) no amendments or waivers hereto which are necessary to permit the making of Loans or the issuance, extension or renewal of Letters of Credit hereunder such that the Total Outstandings hereunder shall exceed the Borrowing Base by more than $200,000 shall be made without the written consent of all of the Banks (provided that nothing herein shall be construed as an agreement or waiver permitting any Loans or Letters of Credit to be made hereunder such that the Total Outstandings would exceed the Borrowing Base, and any such overadvance would be required to be made in accordance with the immediately preceding sentence and this clause (e)); (f) the advance rates set forth in the definitions of Borrowing Base and Canadian Borrowing Base may not be increased above those in effect on the Restatement Date without the written consent of all of the Banks; and (g) the amount of the Agent's Fee Collateral administration fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 13 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances. Any term of the German Loan Agreement, the other German Loan Documents or any other instrument related thereto may be amended, and the performance or observance by the Borrowers or any of their Subsidiaries of any terms of the German Loan Agreement, the other German Loan Documents or such other instrument or the continuance of any Default or Event of Default (for this purpose, as such terms are defined in the German Loan Agreement) may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the German Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the German Loans (other than interest accruing pursuant to Section 2.2(b) of the German Loan Agreement following the effective date of any waiver by the Majority Banks of the Default or Event of Default (for this purpose, as such terms are defined in the German Loan Agreement) relating thereto), the maturity of the German Loans, the amount of the commitments of the Banks to purchase participating interests in the German Loans and the German Collateral Instruments, and the amount of commitment fees payable by the German Borrowers thereunder and fees in respect of the German Collateral Instruments payable by the German Borrowers thereunder may not be changed, in each such case without the written consent of the German Borrowers and the written consent of each Bank affected thereby.
Appears in 1 contract
Samples: Loan Agreement (Metallurg Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount regularly scheduled payment date for principal or interest on the Notes, the Commitment Amounts of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee any Facility Fees or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date this ss.24 may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced changed without the written consent of each Bank affected therebythe Borrower and the written consent of all of the Banks; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 ss.4.13 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.3 or ss.13 hereof may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any of the Borrower Borrowers or any of its their Restricted Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrowers, the written consent of the Majority BanksRequired Lenders and acknowledgement by the Administrative Agent; provided that for the avoidance of doubt the Administrative Agent’s consent shall not be required unless specifically provided for in this §27. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default Loans or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and Fees;
(ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment;
(iii) postpone or extend the applicable Maturity Date or any other regularly scheduled payment may not be reduced without dates for payments of principal of, or interest on, the written consent of each Bank affected thereby; this Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (S)27 and the definition of Majority Banks may not be amended, without the written consent of all it being understood that (A) a waiver of the Banksapplication of the default rate of interest pursuant to §6.10 and (B) any vote to rescind any acceleration made pursuant to §14.2 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) release all or substantially all the Guarantors from their guaranty obligations under the Guaranty;
(v) release all or substantially all of the Collateral (except if in any transaction or series of related transactions or release the release or disposition of such Collateral is permitted or provided for security interest in the provisions Voting Trust Certificates (except, in the case of a security interest in the Voting Trust Certificates, to the extent that the Voting Trust Termination Date shall have occurred);
(S)10.5.2 hereofb) may not be released without the written consent of all the Lenders, amend or waive (i) this §27, the definition of “Required Lenders”, “Required Domestic Lenders”, “Required Australian Lenders”, “Required European Lenders” or “Required Canadian Lenders” or any other provision hereof specifying the Banks; and number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (ii) §2.11, (iii) §14.3 or (iv) §31;
(c) without the written consent of each Agent, amend or waive §16, the amount or time of payment of any fees payable pursuant to the Agent's Fee Letter or any Letter other provision applicable to such Agent;
(d) without the written consent of Credit Fees payable for the Agent's account and each Swingline Lender, amend or waive any provision applicable to any Swingline Lender; and
(S)16 may not be amended e) without the written consent of the AgentIssuing Lender, amend or waive the amount or time of payment of any Letter of Credit Fees or other fees payable for the Issuing Lender’s account or any other provision applicable to the Issuing Lender. 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 any Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with §6.11; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, the Required Lenders, the Required Domestic Lenders, the Required Australian Lenders, the Required European Lenders, the Required Canadian Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Administrative Agent (in its sole discretion may, and shall, to the extent required by any Loan Document) and any applicable Loan Party may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of Law.
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases changes which are contemplated and permitted by (S)20.1.2 Section 19.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount Banks; a reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower, the Guarantor or any Collateral except as otherwise provided herein; this (S)27 and or an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by FNBB in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Banks (and, in the case of any amendment, with the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating theretoBorrower), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. ss.25. Commercial Transaction; Prejudgement Remedy Waiver. THE BORROWER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE A PART IS A "COMMERCIAL TRANSACTION" WITHIN THE MEANING OF CHAPTER 903A OF CONNECTICUT GENERAL STATUTES, AS AMENDED. THE BORROWER HEREBY WAIVES ITS RIGHT TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET. SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE BANKS MAY EMPLOY TO ENFORCE THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS. MORE SPECIFICALLY, BORROWER ACKNOWLEDGES THAT THE BANKS' AND/OR THE BANKS' ATTORNEY MAY, PURSUANT TO CONN. GEN. STAT. ss.52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. THE BORROWER ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE BANKS ACKNOWLEDGE BORROWER'S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.
Appears in 1 contract
Samples: Revolving Credit and Deferred Payment Sales Agreement (Andersen Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, REA or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on or a change in the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower, REA, any Guarantor, or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the BanksLenders or the Majority Lenders to require a lesser number of Lenders to approve such action; all any amendment, modification or substantially all waiver of the Collateral (except if definition of Borrowing Base or any definition of a term therein; or any amendment, modification or waiver of the release financial covenants contained in Section 9 of this Agreement or disposition any definition of such Collateral is permitted or provided for in the a term therein. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, REA or the Guarantors shall entitle the Borrower Borrower, REA or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Real Estate Investment Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its the Borrowers or their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 §6.10.2 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating thereto), (b) all or any portion of the Collateral with a book value equal to or greater than 50% of the aggregate book value of the Collateral prior to such release may not be released, (c) no Borrower or any Person that is liable, whether directly or contingently, for payment obligations hereunder may be released and (d) the term of the Notes, the timing or amount of any required payments of principal and interest hereunder, any rates of interest payable hereunder, the amount of the Revolving Credit Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders, and the amount of the Commitment Fee commitment fees or Letter of Credit Fees hereunder hereunder, the definition of Majority Lenders and this §27 may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank of the Lenders affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's ’s fee under the Fee or any Letter, the Letter of Credit Fees or any other fees or amounts payable for the Agent's account ’s account, and (S)16 §5 or §16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the any Borrower shall entitle the any Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything in this §27 to the contrary, the Agent may terminate its security interest in and otherwise release any Collateral or any Borrower sold, transferred or otherwise disposed of by any Borrower or any Subsidiary of any Borrower if such disposition is in compliance with §10.5.2 and otherwise with the terms hereof.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Parent or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Majority Banks. Notwithstanding Parent, the foregoingBorrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, a decrease in or reduce the rate of interest on the Notes Loans or the amount of the Commitment Fees or Letter of Credit Fees (other than interest accruing pursuant to (S)6.11.2 §5.11 following the effective date of any waiver by the Majority Banks Required Lenders of the Default or Event of Default relating thereto), ;
(ii) increase the amount of the Commitments Total Commitment or any Lender’s Commitment or extend the expiration date of the Banks Total Commitment or any Lender’s Commitment;
(iii) postpone or extend the Maturity Date or any other than increases which are contemplated by regularly scheduled dates for payments of principal of, or interest on, the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (S)20.1.2 hereof), and the amount it being understood that (A) a waiver of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent application of the Default Rate, (B) any vote to rescind any acceleration made pursuant to §12.1 of amounts owing with respect to the Loans and other Obligations and (C) any modifications of the provisions relating to amounts or timing of prepayments of Loans and other Obligations shall require only the approval of the Required Lenders); or
(iv) release the Borrower and from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the written consent Collateral or release all or substantially all of each Bank affected thereby; the Revolving Credit Loan Maturity Date and Guarantors from their guaranty obligations under the Term Loan Maturity Date may not be postponedGuaranties (excluding, no date fixed for payment may be postponed and if the amount Parent or any Subsidiary of any scheduled payment may not be reduced without the written consent Parent becomes a debtor under the federal Bankruptcy Code, the release of each Bank affected thereby; this “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, (i) amend or substantially all waive this §25 or the definition of Required Lenders, (ii) increase the advance rates set forth in the definition of the Collateral Borrowing Base, (except if iii) amend the release definition of Availability Reserve, Borrowing Base, Eligible Accounts Receivable, Eligible Finished Goods Inventory, Eligible Inventory, Eligible Raw Materials Inventory, Net Book Value or disposition of such Collateral is permitted Net Orderly Liquidation Value, in each case, in a manner which would result in more credit being made available to the Borrower hereunder; or provided for in the provisions of (S)10.5.2 hereofiv) may not be released amend or waive §12.4;
(c) without the written consent of all the Administrative Agent, amend or waive §2.6.2, §2.16, §0, §00, the amount or time of payment of the Banks; and the amount of the Administrative Agent's ’s Fee or any Letter of Credit Fees payable for the Administrative Agent's ’s or the Issuing Bank’s account and or any other provision applicable to the Administrative Agent or the Issuing Bank;
(S)16 may not be amended d) without the written consent of the Cash Management Bank, amend or waive any provision applicable to the Cash Management Bank;
(e) without the written consent of the Issuing Bank, amend or waive §4 or any other provision applicable to the Issuing Bank; or
(f) in the event of any change in the Person acting as the Administrative Agent, the Issuing Bank or the Cash Management Bank hereunder, without the written consent of the Person formerly acting as Administrative Agent, Issuing Bank or Cash Management Bank, amend or waive any provision of this Credit Agreement accruing to the benefit of such Person in respect of all actions taken or omitted to be taken by either of them prior to such change. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Parent or the Borrower shall entitle the Parent or the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quaker Fabric Corp /De/)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent (a) Neither this Agreement nor any other Loan Document nor any terms hereof or approval required thereof may be changed, waived, discharged or permitted by this Credit Agreement to be given terminated unless such change, waiver, discharge or termination is in writing signed by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, respective Transaction Parties party thereto and the performance Required Lenders; provided that no such change, waiver, discharge or observance by termination shall, without the Borrower or any consent of its Subsidiaries each Lender (with Obligations of the respective types being directly affected thereby):
(i) extend the final scheduled maturity of any terms of this Credit Agreement, Loan or Note or extend the other Loan Documents or such other instrument or the continuance stated maturity of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; beyond the Revolving Credit Loan Maturity Date and Date, or reduce the Term Loan Maturity Date may not be postponed, no date fixed for rate or extend the time of payment may be postponed and the amount of interest or fees thereon (except in connection with a waiver of applicability of any scheduled payment may not be reduced without post-default increase in interest rates), or reduce the written consent of each Bank affected thereby; this principal amount thereof;
(S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; ii) release all or substantially all of the Collateral (except if as expressly provided in the release respective Loan Documents);
(iii) amend, modify or disposition waive any provision of this ss.17.11,
(iv) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as Loans and Commitments are included on the Original Closing Date); or
(v) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement; provided further, that no change, waiver, discharge or termination shall:
(A) increase the Commitments of any Lender over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in such Commitment of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofLender) may not be released without the written consent of all such Lender; or
(B) without the consent of the BanksIssuing Bank, amend, modify or waive any provision of ss.3 or alter its rights or obligations with respect to Letters of Credit; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and or
(S)16 may not be amended C) without the written consent of the Agent. No waiver shall extend to , amend, modify or affect waive any obligation not expressly waived provision of ss.15 or impair any right consequent thereon. No course other provision of dealing this Agreement or delay or omission on the part any of the Agent other Loan Documents relating to the rights or obligations of the Agent; or
(D) without the consent of the Required Term Loan A Lenders amend, modify or waive any of the terms contained in (x) ss.ss.4.3(e), 4.3(f), 4.10(a) or the definitions of Term Loan A Percentage, Term Loan B Percentage, Acquisition Loan Percentage, UK Acquisition Loan Percentage or Required Term Loan A Lenders to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as among Term Loans A, Term Loans B, Acquisition Loans and UK Acquisition Loans, in a manner adverse to Term Loans A Lenders or (y) ss.ss.4.3(d) or 4.5; or
(E) without the consent of the Required Term Loan B Lenders amend, modify or waive any of the terms contained in (x) ss.ss.4.3(e), 4.3(f) 4.10(a) or the definitions of Term Loan A Percentage, Term Loan B Percentage, Acquisition Loan Percentage, UK Acquisition Loan Percentage or Required Term Loan B Lenders to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as among Term Loans A, Term Loans B, Acquisition Loans and UK Acquisition Loans, in a manner adverse to Term Loans B Lenders or (y) ss.ss.4.3(d) or 4.6; or
(F) without the consent of the Required Acquisition Loan Lenders amend, modify or waive any of the terms contained in (x) ss.ss.4.3(e) 4.3(f), 4.10(a) or the definitions of Term Loan A Percentage, Term Loan B Percentage, Acquisition Loan Percentage, UK Acquisition Loan Percentage or Required Acquisition Loan Lenders to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as among Term Loans A, Term Loans B, Acquisition Loans and the UK Acquisition Loans, in a manner adverse to Acquisition Loans Lenders or (y) ss.ss.4.3(d) or 4.7(a) or the definition of Acquisition Loan Commitment Period; or
(G) without the consent of the Required UK Acquisition Loan Lenders amend, modify or waive any of the terms contained in (x) ss.ss.4.3(e), 4.3(f), 4.10(a) or the definitions of Term Loan A Percentage, Term Loan B Percentage, Acquisition Loan Percentage, UK Acquisition Loan Percentage or Required UK Acquisition Loan Lenders to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as among Term Loans A, Term Loans B, Acquisition Loans and UK Acquisition Loans, in a manner adverse to the UK Acquisition Loan Lenders or (y) ss.ss.4.3(d) or 4.7(b) or the definition of Acquisition Loan Commitment Period.
(H) without the consent of the UK Fronting Lender, amend, modify or waive any provision in this Agreement or any Bank of the other Loan Documents relating to the rights or obligations of the UK Fronting Lender.
(b) If, in exercising connection with any right shall operate proposed change, waiver, discharge or termination to any provisions of this Agreement as a waiver thereof contemplated by clause (a)(i) through (v), inclusive, of the first proviso to ss.17.11(a), the consent of the Required Lenders is obtained but the consent of the one or otherwise be prejudicial thereto. No notice to or demand upon more other Lenders whose consent is required is not obtained, then the Borrower shall entitle have the Borrower right to other replace each such non-consenting Lender or further notice Lenders (so long as all nonconsenting Lenders are so replaced) with one or demand in similar or other circumstancesmore Replacement Lenders pursuant to ss.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent No amendment or approval required or permitted by waiver of any provision of this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedLoan Document, and the performance or observance no consent to any departure by the Borrower or any of its Subsidiaries of any terms of this other Credit AgreementParty therefrom, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may shall be waived (either generally or effective unless in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver writing signed by the Majority Banks of Lenders and the Default Borrower or Event of Default relating thereto)the applicable Credit Party, as the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)case may be, and acknowledged by the amount of Administrative Agent, and each such waiver or consent shall be effective only in the Commitment Fee specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponedshall:
(a) waive any condition set forth in Article 11, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected therebyLender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 13.3) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Article 12 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Credit Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 16.12) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Majority Lenders shall be necessary to waive or amend default interest set forth in Section 5.9;
(e) change Section 13.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this (S)27 and Section 16.12 or the definition of “Majority Banks may not be amendedLenders” or any other provision of any Loan document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of all of the Banks; each Lender;
(g) release all or substantially all of the Collateral (except if the release in any transaction or disposition series of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released related transactions, without the written consent of each Lender;
(h) release all or substantially all of the Banks; and the amount value of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended Guaranty, without the written consent of each Lender, except to the Agentextent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 14.10 (in which case such release may be made by the Administrative Agent acting alone); or
(i) release the borrower or permit the borrower to assign or transfer any of its rights or obligations under this Credit Agreement or the other Loan Documents without the consent of each Lender; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. No waiver Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall extend to or affect any obligation not expressly waived or impair have any right consequent thereon. No course to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of dealing or delay or omission on all Lenders may be effected with the part consent of the applicable Lenders other than Defaulting Lenders, except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Majority Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Credit Agreement or any Bank in exercising of the other Loan Documents to cure any right shall operate as a waiver thereof ambiguity, omission, mistake, defect or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancesinconsistency.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks except pursuant to Section 18.1 or Section 2.9; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any datE fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower, the Guarantor or any Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Required Banks or all of the Banks; a modification, amendment or waiver of the provisions of Section 9.1 or any of the definitions used therein or any of the definitions used in the definition of "Borrowing Base"; or an amendment of this Section 27 and (S)20.1.2 hereofb) the provisions of Sections 5.3(b)(vi) and the proviso following Section 5.3(b)(vi), 8.3(k), 9.2 and the amount 9.3 or any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent consenT of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)except pursuant to Section 18.1; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower, Guarantor or any Collateral except as otherwise provided herein; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the this Section 27. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. The Borrower and Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or Guarantor shall entitle the Borrower and Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Bridge Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date amount of the Commitment of any Bank may not be increased without the written consent of the Borrower and of such Bank; the Term Syndicated Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 Section 25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) and no Guaranty may not be released released, without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of a Borrower or a Guarantor except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrowers other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or the amount of the Commitments of any Lender, the Banks consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and each Lender; (d) in the amount case of a forgiveness, reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of Loan Documents, the Borrower and the written consent of each Bank affected therebyLender that would have otherwise received such principal, interest or fee; (e) in the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.15), the Term Loan A Maturity Date or the Term Loan B Maturity Date, each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; this (S)27 and i) in the case of the release of the Borrower or any Guarantor, except as otherwise provided in §5.5, the consent of each Lender; (j) in the case of an amendment of the definition of Required Lenders, each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without each Revolving Credit Lender, in the written case of an amendment of the definition of Majority U.S. Dollar Revolving Credit Lenders, each U.S. Dollar Revolving Credit Lender, in the case of an amendment of the definition of Majority Alternative Currency/Dollar Revolving Credit Lenders, each Alternative Currency/Dollar Revolving Credit Lender, in the case of an amendment to the definition of Majority Term Loan A Lenders, each Term Loan A Lender, and, in the case of an amendment to the definition of Majority Term Loan B Lenders, each Term Loan B Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for any advance of the Loan to Borrower other than based on such Lender’s Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected thereby; (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders, to require a lesser number of Lenders to approve such action, each Lender, in the case of an amendment of any provision of any Loan Document that requires the approval of the Collateral (except if the release or disposition Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such Collateral is permitted or provided for action, each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without the written consent of all an amendment to any provision of the Banks; and Loan Documents that requires the amount approval of the Agent's Fee Majority U.S. Dollar Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each U.S. Dollar Revolving Credit Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Alternative Currency/Dollar Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each Alternative Currency/Dollar Revolving Credit Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, each Term Loan A Lender or, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Term Loan B Lenders to require a lesser number of Lenders to approve such action, each Term Loan B Lender; (n) in the case of an amendment or waiver of the conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for the Agent's account and (S)16 Lenders. The provisions of §14 may not be amended without the written consent of the Agent; or (o) in the case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each U.S. Dollar Revolving Credit Lender. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender or the Bid Loans without the consent of the Bid Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of any provision in the Loan Documents which result in a modification of the conditions to funding or in increased borrowing availability with respect to the U.S. Dollar Revolving Credit Commitment without the written consent of the Majority U.S. Dollar Revolving Credit Lenders, the Alternative Currency/Dollar Revolving Credit Commitment without the written consent of the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Term Loan A Commitment without the consent of the Majority Term Loan A Lenders, the Term Loan B Commitment without the consent of the Majority Term Loan B Lenders, nor any amendment, modification or waiver that disproportionately affects the U.S. Dollar Revolving Credit Lenders, the Alternative Currency/ Dollar Revolving Credit Lenders, the Term Loan A Lenders or Term Loan B Lenders without the approval of the Majority U.S. Dollar Revolving Credit Lenders, Majority Alternative Currency/ Dollar Revolving Credit Lenders, Majority Term Loan A Lenders or Majority Term Loan B Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent on any matter not expressly waived. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of Borrower or Guarantors shall entitle Borrower or Guarantors to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or, except as provided in §2.15, extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.15. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, typographical error or other defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement and a copy thereof will be promptly forwarded by Agent to each of the Lenders. Any amendment of the Bond Subordination and Standstill Agreement or waiver of the terms thereof shall require the written consent of the Required Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower any Obligor or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity amount of the Commitments may not be increased without the written consent of the Borrowers and of each Bank affected thereby; the Term Out Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Morgan Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Parent of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than Notes, the payment date for principal, interest accruing pursuant to (S)6.11.2 following or fees hereunder, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Facility Fee or Letter hereunder, the pro rata sharing of Credit Fees hereunder payments by the Borrower among the Banks as required herein, and this 26 may not be reduced changed nor may the guaranty of the Parent set forth in 5 be released, without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account fees and (S)16 14 may not be amended without the written consent of the Administrative Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any either Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Parent shall entitle the Borrower or the Parent to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required ---------------------------------- or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without (other than interest accruing pursuant to Section 5.11.2 following the written consent effective date of any waiver by the Required Lenders of the Borrower and Default or Event of Default relating thereto);
(ii) increase the written consent amount of each Bank affected thereby; such Lender's Commitment or extend the expiration date of such Lender's Commitment;
(iii) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loan Maturity Date Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.11.2, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Term Loan Maturity Date may not be postponedRevolving Credit Loans and other Obligations shall require only the approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this Credit Agreement, no date fixed for payment may be postponed and release all or substantially all of the amount Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if any scheduled payment may not be reduced without Borrower or any Subsidiary of a Borrower becomes a debtor under the written consent federal Bankruptcy Code, the release of each Bank affected thereby; this "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);
(S)27 and the definition of Majority Banks may not be amended, b) without the written consent of all of the Banks; all Lenders, amend or substantially all waive this Section 16.12, the definition of Required Lenders, or any other provision hereof specifying the Collateral percentage of Lenders required to approve or consent to any action, amendment or waiver;
(except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofc) may not be released without the written consent of all the Supermajority Lenders, amend the definition of "Borrowing Base" or any defined term used therein; and
(d) without the written consent of the Banks; and Administrative Agent, amend or waive Section 14, the amount or time of payment of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Administrative Agent's account and (S)16 may not be amended without or any other provision applicable to the written consent of the Administrative 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Us Xpress Enterprises Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 S)4.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by except as expressly provided in (S)20.1.2 S)2.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 S)25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 S)14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Answer Think Consulting Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, Agreement or of any of the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the any Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, Agreement or the other Loan Documents or such other instrument or the continuance of any default, Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, a decrease in the written consent of each Lender directly and adversely affected thereby (or the Administrative Agent at the written direction of such Lenders) shall be required for any amendment, waiver, modification or consent that does any of the following:
(i) reduces or forgives any principal of any unpaid Loan or Reimbursement Obligations or any interest thereon (including any interest "breakage" costs) or any fees due any Lender hereunder; or
(ii) changes the unpaid principal amount of any Loan or reduces the rate of interest on any Loan; or
(iii) changes the Notes date fixed for any payment of principal of or interest on any Loan (including, without limitation, any extension of any Maturity Date, except for the two one-year extensions thereof as permitted under §2.10 hereof) or any fees payable hereunder; or
(iv) changes the amount of such Lender's Commitment (other than interest accruing pursuant to (S)6.11.2 following an assignment permitted under §19.1 hereof), extends the effective expiration date of any waiver by the Majority Banks of the Default such Lender's Commitment or Event of Default relating thereto), increases the amount of the Commitments Total Revolving Credit Commitment or Delayed Draw Term Loan Commitment (except for the increases in the Total Revolving Credit Commitment to an amount not to exceed $250,000,000 as provided in §2.11); or
(v) with respect to the Lenders under the Term Loan makes any alteration to §3.8 hereof;
(vi) changes the definition of "Required Revolving Credit Lenders", "Required Delayed Draw Term Loan Lenders", or "Required Initial Term Loan Lenders"; provided that Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Credit Agreement that:
(1) releases or reduces the liability of any Guarantor pursuant to its Guaranty other than as provided in §6; or
(2) modifies this §26 or any other provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Lender Approval; or
(3) changes the definitions of Required Lenders or Unanimous Lender Approval. Provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees Administrative Agent hereunder may not be reduced without the prior written consent of the Borrower and Administrative Agent; provided further that changes adversely affecting the written consent rights of each Bank affected thereby; one class of Lenders differently from any other class of Lenders will require the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentRequired Revolving Credit Lenders, the Required Delayed Draw Term Loan Lenders and/or the Required Initial Term Loan Lenders, as the case may be. 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 the Lenders or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial theretoto such right or any other rights of the Administrative Agent or the Lenders. No notice to or demand upon the any Borrower shall entitle the any Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
