CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers or any of their Subsidiaries of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty; (b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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; (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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CAI International, Inc.), Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Reimbursement and Pledge Agreement to be given by the Lenders may be given, and any term of this Reimbursement and Pledge Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower or any of their its Subsidiaries of any terms of this Reimbursement and Pledge 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate Letter of interest on the Revolving Credit Loans or the amount of Fee, the Commitment Fee or Letter of Credit Fees interest on amounts due hereunder or under the other Loan Documents (other than interest accruing pursuant to §5.10.2 2.4.4 following the 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’s Commitment;
(iii) postpone or extend the Maturity either Commitment Termination Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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, Default Rate and (B) any vote to rescind any acceleration exercise of remedies made pursuant to §13.1 11 of amounts owing with respect to the Revolving 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 Reimbursement and Pledge Agreement, release in one transaction or a series of related transactions all or substantially all of the Pledged Collateral (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of amend the Guarantors from their guaranty obligations under the Guarantymultipliers set forth in Schedule 1.2;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 14.14 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendmentwithout the written consent of the Administrative Agent, waiver amend or consent shallwaive §12, unless in writing and signed by the L/C Issuer in addition amount or time of payment of any fees or expenses payable to the Lenders required aboveAdministrative Agent or any other provision applicable to the Administrative Agent;
(d) Without the written consent of the Fronting Bank and the LC Administrator, affect the rights or duties of the L/C Issuer Fronting Bank and the LC Administrator under this Reimbursement and Pledge Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, . No waiver shall extend to or consent shall, unless in writing and signed by affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties part of the Administrative Agent under this Agreement or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other Loan Document; and (iv) the or further notice or demand in similar or other circumstances. The Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 2 contracts
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD), Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
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 Lenders 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentMajority Banks. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender Bank directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee facility fee or Letter of Credit Fees utilization fee (other than interest accruing pursuant to §5.10.2 (S)4.11.2 following the effective date of any waiver by the Required Lenders Majority Banks of the Default or Event of Default relating thereto);
(ii) increase the amount of such Lender’s Bank's Commitment or extend the expiration date of such LenderBank's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender Bank (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.10.2(S)4.11.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 (S)11.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations, shall require only the approval of the Required LendersMajority Banks); 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 all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of the Borrower and all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b)Banks, amend or waive this §16.13 (S)24 or the definition of Required Lenders 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 therebyMajority Banks;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Agent, amend or waive (S)13, the amount or time of payment of the Agent's fee payable for the Agent's account or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary herein, no Delinquent Lender Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders 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 than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (New England Business Service Inc), Revolving Credit Agreement (New England Business Service Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Tranche A Notes or the amount of the Tranche A Commitment Fee, the Utilization Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.10 following the 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 Tranche A Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminated’s Tranche A Commitment;
(iii) postpone or extend the Tranche A Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest Default Rate pursuant to §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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 AgreementCredit Agreement (including, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers becomes a debtor under the federal Bankruptcy Codewithout limitation, the release sale of “cash collateral”a Subsidiary Guarantor), 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 release all or substantially all of the Guarantors from their guaranty obligations under the GuarantyGuaranties;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendment, waiver or without the written 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement Agent, amend or waive §2.6.3, §14 or any other Loan Documentprovision applicable to the Administrative Agent; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;and
(d) without the written consent of each Lender directly affected therebythe Issuing Lender, amend or waive this §16.12(d) or any condition set forth provision in §114. Notwithstanding anything No waiver shall extend to the contrary herein, no Delinquent Lender shall have or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Reimbursement and Pledge Agreement to be given by the Lenders may be given, and any term of this Reimbursement and Pledge Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower or any of their its Subsidiaries of any terms of this Reimbursement and Pledge 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate Letter of interest on the Revolving Credit Loans or the amount of Fee, the Commitment Fee or Letter of Credit Fees interest on amounts due hereunder or under the other Loan Documents (other than interest accruing pursuant to §5.10.2 2.4.4 following the effective date Amendment 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’s Commitment;
(iii) postpone or extend the Maturity either Commitment Termination Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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, Default Rate and (B) any vote to rescind any acceleration exercise of remedies made pursuant to §13.1 11 of amounts owing with respect to the Revolving 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 Reimbursement and Pledge Agreement, release in one transaction or a series of related transactions all or substantially all of the Pledged Collateral (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of amend the Guarantors from their guaranty obligations under the Guarantymultipliers set forth in Schedule 1.2;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 14.14 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendmentwithout the written consent of the Administrative Agent, waiver amend or consent shallwaive §12, unless in writing and signed by the L/C Issuer in addition amount or time of payment of any fees or expenses payable to the Lenders required aboveAdministrative Agent or any other provision applicable to the Administrative Agent;
(d) Without the written consent of the Fronting Bank and the LC Administrator, affect the rights or duties of the L/C Issuer Fronting Bank and the LC Administrator under this Reimbursement and Pledge Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, . No waiver shall extend to or consent shall, unless in writing and signed by affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties part of the Administrative Agent under this Agreement or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other Loan Document; and (iv) the or further notice or demand in similar or other circumstances. The Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Unused Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto5.10);
(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’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 Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations, including under §3.2.2 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 all or substantially all material portion of the Collateral (excluding excluding, if the Borrowers any Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a:
(i) or §13.1(b), amend or waive this §16.13 or 16.12, the definition of Required Lenders or change the portions of §2.1, §13.42.3, 16.1 §2.11.2(c), §13.4(b), §14.5.1 or other sections hereof requiring §14.5.3, which provide for amounts to be paid, distributed or allocated on a pro rata sharing basis (it being understood that the addition of payments in a manner that would alter one or more additional credit facilities, 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 allowance of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter credit extensions, interest and fees thereunder on a subordinated basis with the Loans, Letters of Credit issued or to be issued by itCredit, interest and Fees in the benefits of the Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders); and
(ii) no increase the advance rates used in the calculation of the Borrowing Base or amend the definition of “Borrowing Base” or of any definition of any component thereof, such that more credit would be available to the Borrowers, based on the same assets, as would have been available to the Borrowers immediately prior to such amendment, waiver or consent shallit being understood, unless in writing and signed by however, that the Swing Line Lender in addition to foregoing shall not (A) limit the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed adjustment by the Administrative Agent of any Reserve in addition the Administrative Agent’s administration of the Loans as otherwise permitted by this Credit Agreement or (B) prevent the Administrative Agent from restoring any component of the Borrowing Base, which had been lowered by the Administrative Agent back to the Lenders required abovevalue of such component, affect as stated in this Credit Agreement or to an intermediate value;
(c) without the rights or duties written consent of the Administrative Agent under this Agreement Agent, amend or waive §2.6.2 or any other Loan Documentprovision applicable to the Swing Line Loans or the Swing Line Lender, §14, the amount or time of payment of the Administrative Agent’s Fee or any other provision applicable to the Administrative Agent; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;or
(d) without the written consent of each Lender directly affected therebythe Issuing Bank, amend or waive any condition set forth in provision of §11. Notwithstanding anything 4 or any other provision applicable to the contrary hereinissuance, no Delinquent Lender extension or renewal of any Letters of Credit, the amount or time of payment of the Letter of Credit Fees payable for the Issuing Bank’s account or any other provision applicable to the Issuing Bank. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent, the Issuing Bank or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Seneca Foods Corp /Ny/)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as set forth in s. 4.7 in connection with any Refinancing Facility Amendment and as set forth in subsections (a) and (b) below, any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shallshall be effective:
(a) without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit LoansLoans or Term Loan, Swing Line Loans as the case may be, or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or applicable Term Loan, as the case may be, or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto)Fees;
(ii) increase the amount of such Revolving Lender’s 's Commitment or such Term Lender's Term Loan Amount, or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedRevolving Credit Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §s. 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding excluding, if the Borrowers or any Subsidiary of the Borrowers Borrower 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);
(v) amend or modify the provisions of s. 4.4 (Mandatory Prepayments of the Term Loan), s. 5.13 (Concerning Joint and Several Liability of the Borrowers) or release all or substantially all s. 13.4 (Distribution of the Guarantors from their guaranty obligations under the GuarantyCollateral Proceeds);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 s. 26 or the definition of "Required Lenders 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 therebyLenders";
(ic) no amendment, waiver or without the written 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 all of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing Term Loan Lenders 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 Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to Agent, amend or modify the Lenders required above, affect the rights or duties provisions of the Administrative Agent under this Agreement or any other Loan Documents. 4.7 (Refinancing Term Loans); and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;and
(d) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive ss. 2.10 or 15, the amount or time of payment of any condition set forth in §11. Notwithstanding anything fees payable for the Administrative Agent's account or any Letter of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries Borrower of any terms of this 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 Borrowers and Requisite Lenders, and, in the case of amendments, with the written consent of the Required Lenders and acknowledged Borrower other than amendments to schedules made in the ordinary course as contemplated by the Administrative Agentthis Agreement. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on and the Revolving Credit Loans term or amount of the Notes, (ii) the amount of the Commitment Fee or Letter Commitments of Credit Fees the Lenders (other than interest accruing changes in Commitments pursuant to §5.10.2 following Assignments under Section 18 or pursuant to changes in the effective date of any waiver by the Required Lenders of the Default or Event of Default relating theretoTotal Commitment under Section 2.2);
, (iiiii) 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 Swing Line Loans or Reimbursement Obligations or any fees or other amounts fee payable to such a Lender hereunder, (it being understood that (Aiv) a waiver any provision herein or in any of the application Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of Section 2.5 and Section 2.7 hereof, (vi) the rights, duties and obligations of the default rate of interest pursuant to §5.10.2Agent specified in Section 14 hereof, and (Bvii) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders or change §§13.4Requisite Lenders, 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to may not be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) amended without the written consent of each Lender directly affected thereby, waive nor may the Agent release the Borrower or any condition set forth in §11. Notwithstanding anything Guarantor from its liability with respect to the contrary hereinObligations, 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 without first obtaining the written consent of all Lenders the Lenders. No waiver shall extend to or each affected Lender may be effected with affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the consent part of the applicable Lenders Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Facility Fee or Letter of Credit Fees Fees, (other than interest accruing pursuant to §5.10.2 5.9.2 following the 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;’s Commitment; and
(iii) postpone or extend the Final Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.9.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 12.1 of amounts owing with respect to the Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, amend or waive a Default (i) provisions of this §15.12 which require the consent of all of the Lenders or Event (ii) the definition of Default under §13.1(a“Required Lenders”;
(c) or §13.1(b)without the written consent of the Swing Line Lender, amend or waive this §16.13 3, the amount or the definition time of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing payment of payments 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to Loans or any other provision adversely affecting the Lenders required above, affect the rights or duties obligations of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition with respect to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoSwing Line Loans;
(d) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive §13, the amount or time of payment of the Administrative Agency Fee payable for the Administrative Agent’s account or any other provision adversely affecting the rights or obligations of the Administrative Agent;
(e) without the written consent of the Fronting Bank, amend or waive any condition set forth Letter of Credit Fees payable for the Fronting Bank’s account or any provision adversely affecting the obligations of the Fronting Bank with respect to Letters of Credit; or
(f) without the written consent of each Lender, amend §1.3 or the definition of “Alternative Currency”. 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, any Fronting Bank or any Lender in §11exercising 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 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 Delinquent the Defaulting Lenders), except that (x) the Commitment of any Delinquent Defaulting Lender may not be increased or extended without the consent of such Lender Lender, and (y) any waiver, amendment amendment, or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Delinquent Defaulting Lender more adversely than other affected Lenders shall require the consent of such Delinquent Defaulting 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 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.11.2 following the 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 ’s Commitment or reinstate any Commitment that has been terminated;
(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 Revolving Credit Loans, 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 §5.10.25.11.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders or change §§13.4, 13.4 or 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;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) 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 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 (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 Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise provided in the Collateral Agency Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 Section 5.11.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.11.2, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under obligations; and
(v) increase the Guarantypercentage of Eligible Credit Card Receivables or Eligible Inventory (as applicable) in the calculation of the Domestic Borrowing Base or Aggregate Borrowing Base, 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 from restoring any component of the Domestic Borrowing Base or the Aggregate Borrowing Base, which had been lowered by the Administrative Agent back to the value of such component, as stated in this Credit Agreement or to an intermediate value;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 Section 16.12 or the definition of Required Lenders (it being understood that the addition of one or change §§13.4more additional credit facilities, 16.1 the allowance of the credit extensions, interest and fees thereunder to share ratably or other sections hereof requiring pro rata sharing on a subordinated basis with the Loans, Letters of payments Credit, interest and Fees in a manner that would alter the pro rata sharing benefits of payments required therebythe Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders);
(ic) no amendment, waiver or without the written 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement Agent, amend or waive Section 14, the amount or time of payment of the Administrative Agent's fee payable for the Administrative Agent's account or any other Loan Document; and (iv) provision applicable to the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoAdministrative Agent;
(d) without the written consent of each Lender directly affected therebythe applicable Issuing Bank, waive amend or waive, the amount or time of payment of any condition set forth in §11. Notwithstanding anything Letter of Credit Fees or other fees payable for such Issuing Bank's account or any other provision applicable to such Issuing Bank; or
(e) without 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 written consent of the Swingline Lender amend or waive any provision applicable Lenders other than Delinquent Lenders), except that (x) to the Commitment Swingline 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 any Delinquent Agent, any Issuing Bank or any Lender may not in exercising any right shall operate as a waiver thereof or otherwise be increased prejudicial thereto. No notice to or extended without demand upon the consent of such Lender and (y) any waiver, amendment Borrowers shall entitle the Borrowers to other or modification requiring the consent of all Lenders further notice or each affected Lender that by its terms affects any Delinquent Lender more adversely than demand in similar or other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Reimbursement and Pledge Agreement to be given by the Lenders may be given, and any term of this Reimbursement and Pledge Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers a Borrower or any of their its Subsidiaries of any terms of this Reimbursement and Pledge 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans Loan or Reimbursement Obligations, or reduce the rate Letter of interest on the Revolving Credit Loans or the amount of Fee, the Commitment Fee or Letter of Credit Fees interest on amounts due hereunder or under the other Loan Documents (other than interest accruing pursuant to §5.10.2 2.7.5 following the 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’s Commitment;
(iii) postpone or extend the Maturity either Commitment Termination Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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, Default Rate and (B) any vote to rescind any acceleration exercise of remedies made pursuant to §13.1 11 of amounts owing with respect to the Revolving 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 Reimbursement and Pledge Agreement, release in one transaction or a series of related transactions all or substantially all of the Pledged Collateral (excluding excluding, if the Borrowers a Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of amend the Guarantors from their guaranty obligations under the Guarantymultipliers set forth in Schedule 1.2;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 15.14 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendmentwithout the written consent of the Administrative Agent, waiver amend or consent shallwaive §12, unless in writing and signed by the L/C Issuer in addition amount or time of payment of any fees or expenses payable to the Lenders required aboveAdministrative Agent or any other provision applicable to the Administrative Agent;
(d) Without the written consent of the Fronting Bank and the LC Administrator, affect the rights or duties of the L/C Issuer Fronting Bank and the LC Administrator under this Reimbursement and Pledge Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, . No waiver shall extend to or consent shall, unless in writing and signed by affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties part of the Administrative Agent under this Agreement or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other Loan Document; and (iv) the or further notice or demand in similar or other circumstances. The Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Reimbursement and Pledge Agreement to be given by the Lenders may be given, and any term of this Reimbursement and Pledge Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower or any of their its Subsidiaries of any terms of this Reimbursement and Pledge 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees Fee, the Facility Fee or interest on amounts due hereunder or under the other Loan Documents (other than interest accruing pursuant to §5.10.2 Section 3.8 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(iii) postpone or extend the Commitment Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 exercise of remedies made pursuant to §13.1 Section 11 of amounts owing with respect to the Revolving 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 Reimbursement and Pledge Agreement, release in one transaction or a series of related transactions all or substantially all of the Pledged Collateral (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 Section 14.14 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 12, the amount or time of payment of any condition set forth in §11. Notwithstanding anything fees or expenses payable to the contrary herein, no Delinquent Lender Administrative Agent or any other provision applicable to the Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the any Revolving Credit Commitment Fee or Letter of Credit Fees (other than (A) interest accruing pursuant to §5.10.2 6.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto or (B) as a result of a change in the definition of Total 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 or reinstate any Commitment that has been terminated’s Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.26.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 14.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations, including under §§4.3.2 and 4.3.3 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 any Borrower, release all or substantially all of the Collateral or release all or substantially all of the guarantors, if any, from their guaranty obligations under their guaranties (excluding excluding, if the Borrowers any Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 17.12 or the definition of Required Lenders (it being understood that the addition of one or change §§13.4more additional credit facilities, 16.1 the allowance of the credit extensions, interest and fees thereunder to share ratably or other sections hereof requiring pro rata sharing on a subordinated basis with the Loans, Letters of payments Credit, interest and Fees in a manner that would alter the pro rata sharing benefits of payments required therebythe Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders);
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive §2.6.2, §15, the amount or time of payment of any condition set forth in §11. Notwithstanding anything Letter of Credit Fees payable for the Administrative Agent’s account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 ’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 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 Revolving 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, (a) release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 (b) release all CAI or substantially all of the Guarantors any other Guarantor from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or the definition of Required Lenders or the definition of Supermajority Lenders, or change §§13.42.13, 13.4 or 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;
(c) without the consent of the Supermajority Lenders, amend the definition of Borrowing Base (or defined terms included therein) in such a manner so as to increase the amount of the Borrowing Base;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(de) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11§11 or 12 (other than the waiver of the condition precedent in §12 based on the absence of Default or Event of Default that pursuant to the terms of this Credit Agreement has been waived by 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 Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault 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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Agent, amend or waive §14, the amount or time of payment of the Fees payable for the Agent’s account or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary hereinAgent, 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 without the consent of the applicable Lenders Swing Line Lender, amend or waive any provision of §2.9. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected circumstances. The Required Lenders shall require 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 consent terms of such Delinquent Lenderthis Credit Agreement.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Loan Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers Borrower or any of their its Subsidiaries of any terms of this 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Term Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Term Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 ’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 Swing Line Term 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 Revolving Credit Term 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 Loan Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, amend or waive this §16.12, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of the term “Borrowing Base”, amend or waive the definition of the term “Required Lenders” or change the number of Lenders which shall be required to take action hereunder, or change §§13.4, 13.4 or 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivc) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) 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 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 (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 Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as set forth in subsections (b) and (c) below, any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no Lenders.
(b) No amendment, modification or waiver shall:
(a) with respect to the following shall be effective without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit LoansLoans or Term Loan, Swing Line Loans as the case may be, or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or applicable Term Loan, as the case may be, or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto)Fees;
(ii) increase the amount of such Revolving Lender’s 's Revolving Credit Commitment or such Term Lender's Term Loan Amount, or extend the expiration date of such Revolving Credit Lender's Commitment or reinstate any Commitment that has been terminatedRevolving Credit Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §ss.
13.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations shall require only the 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 (A) all or substantially all of the Collateral (excluding excluding, if the Borrowers or any Subsidiary of the Borrowers Borrower 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 release all or substantially all (B) any Borrower of the Guarantors from their guaranty obligations under the Guarantyits Obligations hereunder;
(bv) amend or modify the provisions of ss.3.6 (Mandatory Prepayments of the Term Loan), ss.13.4 (Distribution of Collateral Proceeds or ss.17 (Pari Passu Treatment);
(c) No amendment, modification or waiver shall without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 ss.16.12 or the definition of "Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoLenders";
(d) No amendment, modification or waiver shall without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive ss.ss.2.10 or 14, the amount or time of payment of any condition set forth in §11. Notwithstanding anything fees payable for the Administrative Agent's account or any LetTeR of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Iesi Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers or any of their Subsidiaries of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders or change §§13.4, 13.4 or 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers or any of their Subsidiaries of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrowers' Representative and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Unused Fee or Letter of Credit Fees (other than than) interest accruing pursuant to §5.10.2 ss.5.7 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(iii) postpone or extend any regularly scheduled dates for payments of interest on the Loans or any Fees or other amounts (other than principal or Reimbursement Obligations) payable to such Lender (it being understood that a waiver of the application of the default rate of interest pursuant to ss.5.7 shall only require the consent of the Required Lenders);
(b) without the written consent of the Borrowers' Representative and each Lender:
(i) postpone or extend the Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, of the Revolving Credit Loans, 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 §ss.
13.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations owing to the Revolving Credit Lenders shall only require only the approval consent of the Required LendersLenders or, if the acceleration was initiated by the Tranche B Lender, the Required Lenders and the Tranche B Lender); and;
(ivii) other than pursuant to a transaction permitted by the terms of this AgreementAgreement or to facilitate a liquidation, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the GuarantyCollateral;
(biii) amend the definitions of "Borrowing Base" or "Availability" or of any definition of any component thereof, such that more credit would be available to the Borrowers, based on the same assets, as would have been available to the Borrowers immediately prior to such amendment, it being understood, however, that: the foregoing shall not (i) 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 (ii) prevent the Administrative Agent, in its administration of the Revolving Credit Loans, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value;
(iv) amend or waive ss. 13.4, this ss. 16.12 or the definitions of Required Lenders or Maturity Date;
(v) increase the amount of the Total Commitment;
(c) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;Tranche B Lender:
(i) no amendmentamend, waiver modify or consent shallwaive xx.xx. 3, unless in writing and signed by the L/C Issuer in addition to the Lenders required above9.4, affect the rights 10, 13.1, 14.9, 15.1.2 or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; 15.4;
(ii) no amendmentamend the definitions of "Tranche B Borrowing Base", waiver or consent shall"Standstill Termination Date", unless in writing and signed by the Swing Line Lender in addition to the Lenders required above"Buyout Exercise Period", affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment"Buyout Exercise Notice", waiver or consent shall"Buyout Acceptance Notice", unless in writing and signed by the Administrative Agent in addition to the Lenders required above"Protective OverAdvance", affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended"Birks Permitted Payments", "Birks Management Payments", "Birks Manufacturing Payments", or rights or privileges thereunder waived, in a writing executed only by the parties thereto"Eligible Inventory Category";
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit, Tranche B Loan and Security Agreement (Mayors Jewelers Inc/De)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Loan Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers Borrower or any of their its Subsidiaries of any terms of this 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Term Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees Term Notes (other than interest accruing pursuant to §5.10.2 following the 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 ’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 Revolving Credit Loans, the Swing Line Term 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 Revolving Credit Term 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 Loan Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all CAI or substantially all of the any other Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, amend or waive this §16.12, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of the 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, 13.4 or 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivc) the Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11§ 11 or § 12;
(e) amend Intercreditor Agreement in a manner that would limit or impair rights of the Administrative Agent or the Lender therein. 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 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 (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 Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such 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 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 Borrowers or any of their Subsidiaries Borrower 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees Notes (other than interest accruing pursuant to §5.10.2 Section 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault 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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.10, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding excluding, if the Borrowers or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 Section 16.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Agent, amend or waive Section 14, the amount or time of payment of the Fees payable for the Agent’s account or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary herein, no Delinquent Lender Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected circumstances. The Required Lenders shall require 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 consent terms of such Delinquent Lenderthis Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Seacastle Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Facility Fee, Utilization Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 ss. 5.11.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Swing Line Loans or Reimbursement Obligations or any fees Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the -122- application of the default rate of interest pursuant to §5.10.2ss. 5.11.2, and (B) any vote to rescind any acceleration made pursuant to §ss. 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guarantyobligations;
(b) without the written consent of all of the Lenders, amend or waive this ss. 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 Default or Event subordinated basis with the Loans, Letters of Default under §13.1(aCredit, interest and Fees in the benefits of the Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders);
(c) or §13.1(b)without the written consent of the applicable Bank Agent, amend or waive this §16.13 or ss. 14, the definition amount oR time of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing payment of payments 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement such Bank Agent's fee payable for such Bank Agent's account or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoprovision applicable to such Bank Agent;
(d) without the written consent of each Lender directly affected therebythe Issuing Bank, waive amend or waive, the amount or time of payment of any condition set forth in §11. Notwithstanding anything Letter of Credit Fees or other fees payable for the Issuing Bank's account or any other provision applicable to the contrary herein, no Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder Issuing Bank; or
(and any amendment, waiver or consent which by its terms requires e) without the consent of all Lenders or each affected Lender may be effected with the written consent of the Swingline Lender amend or waive any provision applicable Lenders other than Delinquent Lenders), except that (x) to the Commitment Swingline 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 any Delinquent Agent, the Issuing Bank or any Lender may not in exercising any right shall operate as a waiver thereof or otherwise be increased prejudicial thereto. No notice to or extended without demand upon the consent of such Lender and (y) any waiver, amendment Borrowers shall entitle the Borrowers to other or modification requiring the consent of all Lenders further notice or each affected Lender that by its terms affects any Delinquent Lender more adversely than demand in similar or other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Reimbursement and Pledge Agreement to be given by the Lenders may be given, and any term of this Reimbursement and Pledge Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers a Borrower or any of their its Subsidiaries of any terms of this Reimbursement and Pledge 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans Loan or Reimbursement Obligations, or reduce the rate Letter of interest on the Revolving Credit Loans or the amount of Fee, the Commitment Fee or Letter of Credit Fees interest on amounts due hereunder or under the other Loan Documents (other than interest accruing pursuant to §5.10.2 2.7.5 following the 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’s Commitment;
(iii) postpone or extend the Maturity either Commitment Termination Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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, Default Rate and (B) any vote to rescind any acceleration exercise of remedies made pursuant to §13.1 11 of amounts owing with respect to the Revolving 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 Reimbursement and Pledge Agreement, release in one transaction or a series of related transactions all or substantially all of the Pledged Collateral (excluding excluding, if the Borrowers a Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of amend the Guarantors from their guaranty obligations under the Guarantymultipliers set forth in §6.8;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 15.14 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendmentwithout the written consent of the Administrative Agent, waiver amend or consent shallwaive §12, unless in writing and signed by the L/C Issuer in addition amount or time of payment of any fees or expenses payable to the Lenders required aboveAdministrative Agent or any other provision applicable to the Administrative Agent;
(d) Without the written consent of the Issuing Banks, affect the rights or duties of the L/C Issuer Issuing Banks under this Reimbursement and Pledge Agreement or any Issuer Document Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, . No waiver shall extend to or consent shall, unless in writing and signed by affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties part of the Administrative Agent under this Agreement or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other Loan Document; and (iv) the or further notice or demand in similar or other circumstances. The Fee Letter Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Administrative Agent or the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries of any terms of this 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) withby the Administrative Agent or the Required Lenders, but only withas applicable, in their discretion. Each such consent, amendment or waiver shall be in writing. 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 written consent part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No Loan made by the Administrative Agent hereunder during the continuance of any Suspension Event or Event of Default shall constitute a waiver thereof. No notice to or demand upon the Borrowers shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
(b) Notwithstanding anything to the contrary contained in this Agreement, any provisions of this Agreement pertaining to the administration of the Loans by the Lenders may be amended by an instrument in writing signed by the Administrative Agent and the written consent of the Required Lenders and acknowledged by with no additional consent required from the Administrative Agent. Borrowers.
(c) Notwithstanding the foregoing, no the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, modification waiver, discharge, termination, or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected therebywhich:
(i) reduce has the effect of except as provided herein (a) extending any Maturity Date or forgive the date of any amortization payment of any Note, (b) reducing the interest rate, extending the time of payment, or changing the manner of calculation, of interest or fees thereon, (c) increasing or reducing the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligationsthereof, or reduce the rate of interest on the Revolving Credit Loans (d) otherwise postponing or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of forgiving any waiver by the Required Lenders of the Default or Event of Default relating thereto);Indebtedness thereunder,
(ii) increase releases or discharges any material portion of any Collateral now existing or hereafter granted in accordance with the amount Security Documents, other than in accordance with the express provisions of such Lender’s Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminated;Loan Documents,
(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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or changes the definition of Required Lenders or reduces the percentages specified in the definition of Required Lenders,
(iv) except as otherwise provided in this Agreement, change §§13.4the amount of any Lender's Commitment or Commitment Percentage,
(v) releases or waives any guaranty of the Liabilities or indemnifications provided in the Loan Documents,
(vi) changes to the definition of Collateral Release Event, 16.1 Assignment of Claims Compliance Event, Consolidated Operating Cash Flow, Consolidated Total Net Worth, Consolidated Total Funded Indebtedness, EBITDA, Net Income, Permitted Acquisition or other sections hereof requiring pro rata sharing of payments in a manner that would alter the pro rata sharing of payments required therebyTotal Debt Service;
(ivii) no amendmentamends, waiver modifies or consent shallwaives any provisions of this paragraph, unless in writing and signed by the L/C Issuer in addition to the Lenders required aboveor
(viii) amends, affect the rights modifies or duties waives any term or condition of the L/C Issuer under this Agreement Sections 5-2, 5-3, 7-6, 7-19(o), 7-21(c),7-22, 7-29, 7-2211-7, 11-8, 11-9 or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;11-10.
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 Without the consent of the applicable Lenders other than Delinquent Lenders)subject Agent, except that (x) the Commitment no such action shall amend, modify or waive any provision of any Delinquent Lender may not be increased Loan Document which relates to the rights or extended without obligations of 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lenderspecific Agent.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Administrative Agent or the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries of any terms of this 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) withby the Administrative Agent or the Required Lenders, but only withas applicable, in their discretion. Each such consent, amendment or waiver shall be in writing. 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 written consent part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No Loan made by the Administrative Agent hereunder during the continuance of any Suspension Event or Event of Default shall constitute a waiver thereof. No notice to or demand upon the Borrowers shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
(b) Notwithstanding anything to the contrary contained in this Agreement, any provisions of this Agreement pertaining to the administration of the Loans by the Lenders may be amended by an instrument in writing signed by the Administrative Agent and the written consent of the Required Lenders and acknowledged by with no additional consent required from the Administrative Agent. Borrowers.
(c) Notwithstanding the foregoing, no the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, modification waiver, discharge, termination, or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected therebywhich:
(i) reduce has the effect of, except as provided herein, (a) extending any Maturity Date or forgive the date of any amortization payment of any Note, (b) reducing the interest rate, extending the time of payment, or changing the manner of calculation, of interest or fees thereon, (c) increasing or reducing the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligationsthereof, or reduce the rate of interest on the Revolving Credit Loans (d) otherwise postponing or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of forgiving any waiver by the Required Lenders of the Default or Event of Default relating thereto)Indebtedness thereunder;
(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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or changes the definition of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing reduces the percentages specified in the definition of payments in a manner that would alter the pro rata sharing of payments required therebyRequired Lenders;
(iiii) no amendment, waiver or consent shall, unless except as otherwise provided in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver change the amount of any Lender’s Commitment or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and Commitment Percentage;
(iv) releases or waives any guaranty of the Fee Letter may be amendedLiabilities or indemnifications provided in the Loan Documents;
(v) changes to the definition of Consolidated Total Net Worth, Consolidated Total Funded Indebtedness, EBIT, EBITDA, Net Income, Permitted Acquisition or rights Total Debt Service;
(vi) amends, modifies or privileges thereunder waivedwaives any provisions of this paragraph; or
(vii) amends, in a writing executed only by the parties thereto;modifies or waives any term or condition of Sections 6-6, 6-19(o), 6-21(c),6-22, 6-29, 8-7, 8-8, 8-9 or 8-10.
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 Without the consent of the applicable Lenders other than Delinquent Lenders)subject Agent, except that (x) the Commitment no such action shall amend, modify or waive any provision of any Delinquent Lender may not be increased Loan Document which relates to the rights or extended without obligations of 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lenderspecific Agent.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 (S)5.10.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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(S)5.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 (S)13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the GuarantyGuaranties;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 (S)16.12 or the definition of Required Lenders (it being understood that the addition of one or change §§13.4more additional credit facilities, 16.1 the allowance of the credit extensions, interest and fees thereunder to share ratably or other sections hereof requiring pro rata sharing on a subordinated basis with the Revolving Credit Loans, Letters of payments Credit, interest and Fees in a manner that would alter the pro rata sharing benefits of payments required therebythe Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders);
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive (S)14, the amount or time of payment of the Administrative Agent's Fee or any condition set forth in §11. Notwithstanding anything Letter of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Facility Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 Section 5.11.2 following the effective date of any waiver by the Required RequireD Lenders of the Default or Event of Default relating thereto);
(ii) increase the amount of such Lender’s 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(iii) postpone or extend the Final Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.11.2, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with wIth respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral Guarantors from their guaranty obligations under the Subsidiary Guaranty (excluding other than pursuant to Section 6.2) (excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Guarantor becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”"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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, amend or waive a Default (i) provisions of this Section 16.12 which require the consent of all of the Lenders or Event (ii) the definition of Default under §13.1(a"REQUIRED LENDERS";
(c) or §13.1(b)without the written consent of the Swing Line Lender, amend or waive this §16.13 Section 3, the amount or the definition time of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by payment oF the Swing Line Lender in addition to Loans or any other provision adversely affecting the Lenders required above, affect the rights or duties obligations of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition with respect to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoSwing Line Loans;
(d) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 14, the amount or time of paymenT of the Administrative Agent's fee payable for the Administrative Agent's account or any condition set forth in §11. Notwithstanding anything to other provision adversely affecting the contrary herein, no Delinquent Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder obligations of the Administrative Agent; or
(and any amendment, waiver or consent which by its terms requires e) without the consent of all Lenders or each affected Lender may be effected with the written consent of the applicable Lenders Issuing Lender, amend or waive any Letter of Credit Fees payable for the Issuing Lender's account or any provision adversely affecting the obligations of the Issuing Lender with respect to Letters of Credit. 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, any Issuing Lender or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault or Event of Default shall not constitute an increase in any Lender’s Commitment);
(iii) postpone or extend the Maturity Date (except in accordance with §2.10) or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive §15.7, this §16.13 16.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Article 14, the amount or time of payment of the Fees payable for the Administrative Agent’s account or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary hereinAdministrative Agent, 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 without the consent of the applicable Lenders Swing Line Lender, amend or waive any provision of §2.9. 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 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 than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected circumstances. The Required Lenders shall require 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 consent terms of such Delinquent Lenderthis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than as a result of (A) the waiver of the application of the default rate of interest accruing pursuant to §5.10.2 following Section 6.10 which shall require only the effective date approval of any waiver by the Required Lenders or (B) a change in the definition of Leverage Ratio or any of the Default components thereof or Event the method of Default relating theretocalculation thereof);
(ii) increase the amount of such Lender’s 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees Fees or other amounts payable to such Lender (it being understood that any change to the fiscal quarter ends of the Borrower which would have the effect of postponing or extending the date for any payment shall require the consent of each Lender affected thereby, and it being understood further that (A) a waiver of the application of the default rate of interest pursuant to §5.10.2Section 6.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 Section 14.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations, including under Sections 4.3.2, 4.3.3 and 4.3.4, shall require only the approval of the Required Lenders); and
(iv) other than pursuant to a transaction permitted by the terms of this AgreementCredit Agreement (including but not limited to Sale/Leaseback Transactions and other Asset Sales permitted under Section 10.5.2.1) and as otherwise required by the terms of any of the Loan Documents, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 Section 17.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 15, the amount or time of payment of the Administrative Agent's Fee or any condition set forth in §11. Notwithstanding anything Letter of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the contrary hereinAdministrative Agent, no Delinquent Lender as such. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Buca Inc /Mn)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 4.10.2 following the 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’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 Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.24.10.2, and (B) any vote to rescind (i) any acceleration made pursuant to §13.1 12.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations or (ii) for the avoidance of doubt, any related termination of Commitments pursuant to §12.2 and (C) any modifications of the 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 AgreementCredit Agreement or any other Loan Document, release in one transaction or a series of related transactions all or substantially all of the Collateral or release any of the Subsidiary Guarantors from their guaranty obligations under the Subsidiary Guaranty (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 15.12 or the definition of Required Lenders 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;Lenders; or
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive §13 or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to approve or disapprove demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. If in connection with any amendmentproposed change, waiver waiver, discharge or consent hereunder termination to any of the provisions of this Credit Agreement as contemplated by this §15.12 (and other than with respect to increasing the amount of the applicable Commitments of any amendmentof the Lenders), 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 Required Lenders other than Delinquent Lenders)is obtained, except that (x) the Commitment of any Delinquent Lender may not be increased or extended without but the consent of one or more other Lenders whose consent is required for such action is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to and (y) any in accordance with the provisions of §4.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, amendment discharge or modification requiring termination and the consent other applicable provisions of all Lenders or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of §4.11 with respect thereto are complied with in connection with such Delinquent Lenderreplacement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Safety Insurance Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected therebyLender:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Fee, the Letter of Credit Fees or any other fees payable for the account of all of the Lenders (other than (A) interest accruing pursuant to §5.10.2 6.10 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating theretothereto or (B) as a result of a change in the definition of Leverage Ratio or any of the components thereof or the method of calculation thereof);
(ii) increase the amount of such Lender’s Revolving Credit Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminated’s Revolving Credit 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 Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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, 6.10 and (B) any vote to rescind any acceleration made pursuant to §13.1 14.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations shall Obligationsshall 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 all or substantially all any portion of the Collateral (excluding if the Borrowers with a book value equal to or any Subsidiary greater than 50% of the Borrowers aggregate book value of the Collateral prior to such release (excluding, if any Borrower 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 release all or substantially all of the Guarantors Parent from their guaranty its obligations under the Parent Guaranty;
(v) amend or waive any provision of this Credit Agreement which requires pro-rata distributions to each of the Lenders by the Administrative Agent of payments and/or proceeds received from the Borrowers or the Parent by the Administrative Agent hereunder; and
(vi) amend or waive this §17.12 or the definition of Required Lenders;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b)Administrative Agent, amend or waive this §16.13 15, the amount or the definition time of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing payment of payments 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued Fees or to be issued by it; (ii) no amendment, waiver other fees payable for the Administrative Agent’s account or consent shall, unless in writing and signed by the Swing Line Lender in addition any other provision applicable to the Lenders required above, 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 rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties part of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, Lender in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. Notwithstanding anything to the contrary herein, no Delinquent Lender shall have exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to approve or disapprove any amendment, waiver demand upon the Borrowers shall entitle the Borrowers to other or consent hereunder (and any amendment, waiver further notice or consent which by its terms requires the consent of all Lenders demand in similar or each affected Lender may be effected with the consent of the applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (McCormick & Schmick Holdings, L.L.C.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 ’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 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 Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders or change §§13.4, 13.4 or 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;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) 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 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 (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 Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Lenders 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentMajority Banks. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender Bank directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.11.2 following the effective date of any waiver by the Required Lenders Majority Banks of the Default or Event of Default relating thereto);
(ii) increase the amount of such LenderBank’s Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedBank’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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees Fees or other amounts payable to such Lender Bank (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.10.25.11.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations shall require only the approval and (C) any modifications of the Required Lenders); and
(iv) provisions relating to amounts, timing or application of prepayments of Revolving Credit Loans and other than pursuant to a transaction permitted by the terms of this AgreementObligations, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default including under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders or 3.2.2 (and including any 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth mandatory Commitment reduction provided in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender3.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault 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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Agent, amend or waive Article 14, the amount or time of payment of the Fees payable for the Agent’s account or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary hereinAgent, 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 without the consent of the applicable Lenders Swing Line Lender, amend or waive any provision of §2.9. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected circumstances. The Required Lenders shall require 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 consent terms of such Delinquent Lenderthis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Loan Parties or any of 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 Borrowers Loan Parties and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the any Revolving Credit Commitment Fee or Letter of Credit Fees (other than (A) interest accruing pursuant to §5.10.2 6.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto or (B) as a result of a change in the definition of Total 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 or reinstate any Commitment that has been terminated’s Commitment;
(iii) postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.26.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 14.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations and (C) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations, including under §§4.3.2 and 4.3.3 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 any Loan Party, release all or substantially all of the Collateral or release all or substantially all of the guarantors, if any, from their guaranty obligations under their guaranties (excluding excluding, if the Borrowers any Loan Party or any Subsidiary of the Borrowers a Loan Party 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 17.12 or the definition of Required Lenders (it being understood that the addition of one or change §§13.4more additional credit facilities, 16.1 the allowance of the credit extensions, interest and fees thereunder to share ratably or other sections hereof requiring pro rata sharing on a subordinated basis with the Loans, Letters of payments Credit, interest and Fees in a manner that would alter the pro rata sharing benefits of payments required therebythe Loan Documents and the inclusion of the holders of such facilities in the determination of Required Lenders shall require only the approval of the Required Lenders);
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive §2.6.2, §15, the amount or time of payment of any condition set forth in §11. Notwithstanding anything Letter of Credit Fees payable for the Administrative Agent’s account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Loan Parties shall entitle the Loan Parties to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement (including, without limitation, §2.13), any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries of any terms of this 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 Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrowers or the Guarantors, as the case may be. Subject to the immediately following sentence, any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Lenders of a particular Class, and not Lenders of any other Class, may be amended, and the performance or observance by the Borrowers or any other Loan Party or Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Required Class Lenders and acknowledged by the Administrative Agentfor such Class of Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent none of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) occur without the written consent of each Lender directly adversely affected thereby, waive : (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) any condition set forth increase or reduction in the amount of the Commitment of a Lender (except as provided in §11. Notwithstanding anything 2.4, §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the contrary herein, no Delinquent Lender shall have postponement of any right date fixed for any payment of principal of or interest on the Loan or any fees payable under the Loan Documents (except as provided in §2.12 with respect to approve extension of the Revolving Credit Maturity Date); (f) an extension of the Maturity Date (except as provided in §2.12 with respect to extension of the Revolving Credit Maturity Date); (g) a change in the manner of distribution of any payments to Lenders or disapprove Agent; (h) the release of any amendment, waiver Borrower or any Guarantor or any reduction of any Guarantor’s liability under the Guaranty except as otherwise provided in §5.5; (i) an amendment of the definition of Required Lenders or Required Class Lenders or of any requirement for consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected all Lenders of a certain Class; (j) any modification to require a Revolving Credit Lender may be effected with the consent to fund a pro rata share of a request for an advance of the applicable Lenders Revolving Credit Loan made by the Borrowers other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 based on its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.Applicable
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders Lenders; PROVIDED, that (x) the Borrower may unilaterally amend SCHEDULE 7.19 as required by Section 7.19 or SCHEDULE 1(f) and acknowledged by (y) the Borrower and the Administrative AgentAgent may by mutual agreement amend SCHEDULE 1(e) and SCHEDULE 8.19 prior to 60 days after the Closing Date. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:: 100
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than (A) interest accruing pursuant to §5.10.2 Section 5.11 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto or (B) as a result of a change in the definition of Leverage Ratio or any of the components thereof or the method of calculation thereto);
(ii) increase the amount of such Lender’s 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.11, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 Section 16.12 or the definition of Required Lenders 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 therebyLenders;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 2.6.2, Section 14, the amount or time of payment of the Administrative Agent's Fee or any condition set forth in §11. Notwithstanding anything Letter of Credit Fees payable for the Administrative Agent's account or any other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
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 the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault or Event of Default shall not constitute an increase in any Lender’s Commitment);
(iii) postpone or extend the Maturity Date (except in accordance with §2.10) or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.25.10, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive §15.7, this §16.13 16.12 or the definition of Required Lenders 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 therebyLenders;
(ic) no amendmentwithout the written consent of the Administrative Agent, waiver amend or consent shallwaive Article 14, unless in writing and signed by the L/C Issuer in addition amount or time of payment of the Fees payable for the Administrative Agent’s account or any other provision applicable to the Lenders required aboveAdministrative Agent, or without the consent of the Swing Line Lender, amend or waive any provision of §2.9;
(d) without the written consent of the Issuing Bank, amend, waive or adversely affect the rights or duties of the L/C Issuer Issuing Bank under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; ;
(iie) no amendment, waiver or without the prior written consent shall, unless in writing and signed by of the Swing Line Lender in addition to the Lenders required aboveLender, amend, waive or adversely affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. Notwithstanding anything to the contrary herein, no Delinquent 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 Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such Lender may not be increased or extended without the consent of such 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 Lender and (y) in exercising any waiver, amendment right shall operate as a waiver thereof or modification requiring otherwise be prejudicial thereto. No notice to or demand upon the consent of all Lenders Borrower shall entitle the Borrower to other or each affected Lender that by its terms affects any Delinquent Lender more adversely than further notice or demand in similar or other affected circumstances. The Required Lenders shall require 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 consent terms of such Delinquent Lenderthis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers or any of 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, 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 Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or the definition of Required Lenders or change §§13.4, 13.4 or 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;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers 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 (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 Delinquent Lenders)hereunder, except that (x) the Commitment of any Delinquent such 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the 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 Borrowers Parent or any of their 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Parent, the Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee Fees or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 ss.5.11 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto);
(ii) increase the amount of such the Total Commitment or any Lender’s 's Commitment or extend the expiration date of such the Total Commitment or any Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Swing Line 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 of interest pursuant to §5.10.2Default Rate, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lenderss.
Appears in 1 contract
Samples: Revolving Credit Agreement (Quaker Fabric Corp /De/)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries Borrower of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentMajority Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent none of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) occur without the written consent of each Lender directly affected therebyLender: a decrease in the rate of interest on and the term of the Notes; an increase in the amount of the Commitments of the Lenders; a forgiveness, waive reduction or waiver of the principal of any condition set forth in §11. Notwithstanding anything unpaid Loan or any interest thereon or fee payable to the contrary herein, no Delinquent Lenders under the Loan Documents; the postponement of any date fixed for any payment of principal of or interest on the Loan; an extension of the Maturity Date; a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower; an amendment of the definition of Majority Lenders or of any requirement for consent by all of the 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 Facility Percentage; an amendment to this §25; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Majority Lenders to require a lesser number of Lenders to approve such action. No waiver shall have extend to or affect any obligation not expressly waived or impair any right to approve consequent thereon. No course of dealing or disapprove any amendment, waiver delay or consent hereunder (and any amendment, waiver or consent which by its terms requires omission on the consent of all Lenders or each affected Lender may be effected with the consent part of the applicable Lenders Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 ’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 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 Revolving 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, (a) release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 (b) release all CAI or substantially all of the Guarantors any other Guarantor from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or the definition of Required Lenders or the definition of Supermajority Lenders, or change §§13.42.13, 13.4 or 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;
(c) without the consent of the Supermajority Lenders, amend the definition of Borrowing Base (or defined terms included therein) in such a manner so as to increase the amount of the Borrowing Base;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iviii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(de) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11§11 or 12 (other than the waiver of the condition precedent in §12 based on the absence of Default or Event of Default that pursuant to the terms of this Credit Agreement has been waived by 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 Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Facility Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 Section 5.11.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(iii) postpone or extend the Final Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.11.2, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with respect to the Revolving 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, release in one transaction or a series of related transactions all or substantially all of the Collateral Guarantors from their guaranty obligations under the Subsidiary Guaranty (excluding other than pursuant to Section 6.2) (excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers Guarantor becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”"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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, amend or waive a Default (i) provisions of this Section 16.12 which require the consent of all of the Lenders or Event (ii) the definition of Default under §13.1(a"REQUIRED LENDERS";
(c) or §13.1(b)without the written consent of the Swing Line Lender, amend or waive this §16.13 Section 3, the amount or the definition time of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing payment of payments 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to Loans or any other provision adversely affecting the Lenders required above, affect the rights or duties obligations of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition with respect to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoSwing Line Loans;
(d) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 14, the amount or time of payment of the Administrative Agent's fee payable for the Administrative Agent's account or any condition set forth in §11. Notwithstanding anything to other provision adversely affecting the contrary herein, no Delinquent Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder obligations of the Administrative Agent; or
(and any amendment, waiver or consent which by its terms requires e) without the consent of all Lenders or each affected Lender may be effected with the written consent of the applicable Lenders Issuing Lender, amend or waive any Letter of Credit Fees payable for the Issuing Lender's account or any provision adversely affecting the obligations of the Issuing Lender with respect to Letters of Credit. 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, any Issuing Lender or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other than Delinquent Lenders), except that (x) the Commitment of any Delinquent Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment further notice or modification requiring the consent of all Lenders demand in similar or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 ’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 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 Revolving 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, (a) release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers Borrower or any Subsidiary of the Borrowers Borrower 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 (b) release all CAI or substantially all of the Guarantors any other Guarantor from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 16.12 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or the definition of Required Lenders or the definition of Supermajority Lenders, or change §§13.42.13, 13.4 or 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;
(c) without the consent of the Supermajority Lenders, amend the definition of Borrowing Base (or defined terms included therein) in such a manner so as to increase the amount of the Borrowing Base;
(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 L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(de) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11§11 or 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 Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.
Appears in 1 contract
Samples: Revolving Credit 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 Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries Borrower of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentMajority Banks. Notwithstanding the foregoing, no amendmentnone of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes; an increase in the amount of the Commitments of the Banks; a forgiveness, modification reduction or waiver shall:
(a) of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; a decrease in the amount of any fee payable to a Bank hereunder; the postponement of any date fixed for any payment of principal of or interest on the Loan; an extension of 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; an amendment to this ss.27; an amendment of the definition of Majority Banks; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks or the Majority Banks to require a lesser number of Banks to approve such action. The provisions of ss.14 may not be amended without the written consent of the Borrowers and each Lender directly affected thereby:
(i) reduce Agent. No waiver shall extend to or forgive the principal amount affect any obligation not expressly waived or impair any right consequent thereon. No course of any Revolving Credit Loans, Swing Line Loans dealing or Reimbursement Obligations, delay or reduce the rate of interest omission on the Revolving Credit Loans or the amount part of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans further notice or Reimbursement Obligations or any fees demand in similar 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Facility Fee, Letter of Credit Fees Fees, or the Utilization Fee (other than interest accruing pursuant to §5.10.2 Section 5.9.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminated;Commitment; and
(iii) postpone or extend the Final Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.9.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 Section 12.1 of amounts owing with respect to the Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, amend or waive a Default (i) provisions of this Section 15.12 which require the consent of all of the Lenders or Event (ii) the definition of Default under §13.1(a"Required Lenders";
(c) or §13.1(b)without the written consent of the Swing Line Lender, amend or waive this §16.13 Section 3, the amount or the definition time of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing payment of payments 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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to Loans or any other provision adversely affecting the Lenders required above, affect the rights or duties obligations of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition with respect to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoSwing Line Loans;
(d) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive Section 13, the amount or time of payment of the Administrative Agency Fee payable for the Administrative Agent's account or any condition set forth in §11. Notwithstanding anything to other provision adversely affecting the contrary herein, no Delinquent Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder obligations of the Administrative Agent;
(and any amendment, waiver or consent which by its terms requires e) without the consent of all Lenders or each affected Lender may be effected with the written consent of the applicable Lenders other than Delinquent Lenders)Fronting Bank, except that amend or waive any Letter of Credit Fees payable for the Fronting Bank's account or any provision adversely affecting the obligations of the Fronting Bank with respect to Letters of Credit; or
(xf) the Commitment of any Delinquent Lender may not be increased or extended without the written consent of such each Lender, amend Section 1.3 or the definition of "Alternative Currency". 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, any Fronting Bank or any Lender and (y) in exercising any waiver, amendment right shall operate as a waiver thereof or modification requiring otherwise be prejudicial thereto. No notice to or demand upon the consent of all Lenders Borrower shall entitle the Borrower to other or each affected Lender that by its terms affects any Delinquent Lender more adversely than further notice or demand in similar or other affected Lenders shall require the consent of such Delinquent Lendercircumstances.
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 Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries of any terms of this 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 Borrowers and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent none of the Borrowers and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the 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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) occur without the written consent of each Lender adversely affected thereby:
(a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest);
(b) an increase in the amount of the Commitments of the 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 or fee payable under the Loan Documents;
(d) a change in the amount of any fee payable to a Lender hereunder;
(e) the postponement of any date fixed for any payment of principal of or interest on the Loan;
(f) an extension of the Term Loan Maturity Date or the Revolving Credit Maturity Date (except as provided in §2.12);
(g) a change in the manner of distribution of any payments to the Lenders or the Agent;
(h) the release of any Borrower or Guarantor except as otherwise provided in §5.2 or §5.4;
(i) an amendment of the definition of Majority Lenders, Required Lenders, Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the 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 Borrowers other than based on its Revolving Credit Commitment Percentage;
(k) an amendment to this §27;
(l) an amendment or modification to the definition of Unencumbered Asset Pool Availability (or any defined term referenced therein) which would result in an increase in availability derived from Leased Assets; or
(m) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Majority Lenders, Required Lenders, Required Revolving Credit Lenders, or Required Term Loan Lenders to require a lesser number of Lenders to approve such action. 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. Notwithstanding anything to the contrary herein, (i) any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Credit Lenders, and not any other Lenders, may be amended, and the performance or observance by Borrowers of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Required Revolving Credit Lenders or all Revolving Credit Lenders directly and adversely affected thereby, waive as applicable (and for the avoidance of doubt, consent of any condition set forth Term Lender shall not be required); and (ii) any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Term Lenders, and not any other Lenders, may be amended, and the performance or observance by Borrowers of any such terms may be waived (either generally or in §11a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Term Lenders or all Term Lenders directly or adversely affected thereby, as applicable (and for the avoidance of doubt, consent of any Revolving Credit Lender shall not be required). No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Notwithstanding anything to the contrary herein, no Delinquent 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 Delinquent Defaulting Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Defaulting Lender more adversely than other affected Lenders shall require the consent of such Delinquent Defaulting Lender.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Administrative Agent or the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries of any terms of this 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) withby the Administrative Agent or the Required Lenders, but only withas applicable, in their discretion. Each such consent, amendment or waiver shall be in writing. 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 written consent part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No Loan made by the Administrative Agent hereunder during the continuance of any Suspension Event or Event of Default shall constitute a waiver thereof. No notice to or demand upon the Borrowers shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
(b) Notwithstanding anything to the contrary contained in this Agreement, any provisions of this Agreement pertaining to the administration of the Loans by the Lenders may be amended by an instrument in writing signed by the Administrative Agent and the written consent of the Required Lenders and acknowledged by with no additional consent required from the Administrative Agent. Borrowers.
(c) Notwithstanding the foregoing, no the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, modification waiver, discharge, termination, or waiver shall:
(a) without the written consent of the Borrowers and each Lender directly affected therebywhich:
(i) reduce has the effect of, except as provided herein, (a) extending any Maturity Date or forgive the date of any amortization payment of any Note, (b) reducing the interest rate, extending the time of payment, or changing the manner of calculation, of interest or fees thereon, (c) increasing or reducing the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligationsthereof, or reduce the rate of interest on the Revolving Credit Loans (d) otherwise postponing or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of forgiving any waiver by the Required Lenders of the Default or Event of Default relating thereto)Indebtedness thereunder;
(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 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 Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or changes the definition of Required Lenders or change §§13.4, 16.1 or other sections hereof requiring pro rata sharing reduces the percentages specified in the definition of payments in a manner that would alter the pro rata sharing of payments required therebyRequired Lenders;
(iiii) no amendment, waiver or consent shall, unless except as otherwise provided in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver change the amount of any Lender's Commitment or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and Commitment Percentage;
(iv) releases or waives any guaranty of the Fee Letter may be amendedLiabilities or indemnifications provided in the Loan Documents;
(v) changes to the definition of Consolidated Operating Cash Flow, Consolidated Total Net Worth, Consolidated Total Funded Indebtedness, EBIT, EBITDA, Net Income, Permitted Acquisition or rights Total Debt Service;
(vi) amends, modifies or privileges thereunder waivedwaives any provisions of this paragraph; or
(vii) amends, in a writing executed only by the parties thereto;modifies or waives any term or condition of Sections 5-6, 5-19(o), 5-21(c),5-22, 5-29, 7-7, 7-8, 7-9 or 7-10.
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 Without the consent of the applicable Lenders other than Delinquent Lenders)subject Agent, except that (x) the Commitment no such action shall amend, modify or waive any provision of any Delinquent Lender may not be increased Loan Document which relates to the rights or extended without obligations of 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lenderspecific Agent.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 ss.5.11.2 following the 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 's Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedCommitment;
(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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2ss.5.11.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Revolving 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 Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding if the Borrowers or any Subsidiary of the Borrowers 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 or the definition of Required Lenders 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;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(d) without the written consent of each Lender directly affected thereby, waive any condition set forth in §11. 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 applicable Lenders other than Delinquent Lenders), except that (x) the Commitment of any Delinquent 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 Delinquent Lender more adversely than other affected Lenders shall require the consent of such Delinquent Lender.ss.13.1 -89-
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Term Loan Agreement to be given by the Lenders may be given, and any term of this 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 Borrowers or any of their Subsidiaries Borrower of any terms of this 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement ObligationsLoan, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Commitment Fee or Letter of Credit Fees Notes (other than interest accruing pursuant to §5.10.2 Section 5.10 following the 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 ’s Commitment (it being understood that any amendments or reinstate waivers that have the effect of waiving or eliminating any Commitment that has been terminatedDefault 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 Revolving Credit Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.2Section 5.10, and (B) any vote to rescind any acceleration made pursuant to §Section 13.1 of amounts owing with respect to the Revolving 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 Term Loan Agreement, release in one transaction or a series of related transactions all or substantially all of the Collateral (excluding excluding, if the Borrowers or any Subsidiary of the Borrowers Borrower 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);
(v) amend or waive this Section 16.12 or the definition of Required Lenders;
(vi) reduce or waive any Scheduled Principal Payment Amount or Supplemental Principal Payment Amount;
(vii) amend or modify (i) the relative payment priority of amounts payable to the Lenders pursuant to Section 4.1 or (ii) the definition of the terms “Borrowing Base”, “Net Book Value”, “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, or delay the timing of, any prepayment or accelerated principal payment otherwise payable to a Lender;
(viii) release all all, or substantially all, of the Collateral, except as otherwise provided by this Term Loan Agreement or other Loan Document; or
(ix) amend or modify any provisions of this Term Loan Agreement or other Loan Document that expressly requires the consent or approval of all of the Guarantors from their guaranty obligations under the GuarantyLenders;
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b)Administrative Agent, amend or waive this §16.13 Section 14, the amount or time of payment of the definition of Required Lenders Fees payable for the Administrative Agent’s account or change §§13.4, 16.1 or any other sections hereof requiring pro rata sharing of payments in a manner that would alter provision applicable to the pro rata sharing of payments required therebyAdministrative Agent;
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender Interest Rate Hedge Provider (A) directly affected and adversely effected thereby, (i) amend, modify or waive any condition rights expressly granted to it under this Term Loan 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 forth out in §11Section 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 Term Loan 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. Notwithstanding anything to the contrary herein, no Delinquent Defaulting Lender shall 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 Delinquent Defaulting Lenders), except that (x1) the Commitment of any Delinquent Defaulting Lender may not be increased or extended without the consent of such Lender, (2) the amount of principal and accrued fees and interest owing to any Defaulting Lender may not be reduced without the consent of such Lender, and (y3) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Delinquent Defaulting Lender more adversely than other affected Lenders shall will require the consent of such Delinquent Defaulting 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 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 Term Loan 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 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 Borrowers Borrower or any of their 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 Borrowers Borrower and the written consent of the Required Lenders and acknowledged by the Administrative AgentLenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
(a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby:
(i) reduce or forgive the principal amount of any Revolving Credit Loans, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 4.10.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto);
(ii) increase the amount of such LenderXxxxxx’s Commitment or extend the expiration date of such Lender's Commitment or reinstate any Commitment that has been terminatedXxxxxx’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 Loans, the Swing Line Loans or Reimbursement Obligations or any fees 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 §5.10.24.10.2, and (B) any vote to rescind (i) any acceleration made pursuant to §13.1 12.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations or (ii) for the avoidance of doubt, any related termination of Commitments pursuant to §12.2 and (C) any modifications of the 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 AgreementCredit Agreement or any other Loan Document, release in one transaction or a series of related transactions all or substantially all of the Collateral or release any of the Subsidiary Guarantors from their guaranty obligations under the Subsidiary Guaranty (excluding excluding, if the Borrowers Borrower or any Subsidiary of the Borrowers a Borrower 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 release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty);
(b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or waive this §16.13 15.12 or the definition of Required Lenders 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;Lenders; or
(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 L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(dc) without the written consent of each Lender directly affected therebythe Administrative Agent, amend or waive §13 or any condition set forth in §11. Notwithstanding anything other provision applicable to the contrary herein, no Delinquent Lender Administrative Agent. No waiver shall have 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to approve or disapprove demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. If in connection with any amendmentproposed change, waiver waiver, discharge or consent hereunder termination to any of the provisions of this Credit Agreement as contemplated by this §15.12 (and other than with respect to increasing the amount of the applicable Commitments of any amendmentof the Lenders), 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 Required Lenders other than Delinquent Lenders)is obtained, except that (x) the Commitment of any Delinquent Lender may not be increased or extended without but the consent of one or more other Lenders whose consent is required for such action is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to and (y) any in accordance with the provisions of §4.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, amendment discharge or modification requiring termination and the consent other applicable provisions of all Lenders or each affected Lender that by its terms affects any Delinquent Lender more adversely than other affected Lenders shall require the consent of §4.11 with respect thereto are complied with in connection with such Delinquent Lenderreplacement.
Appears in 1 contract
