Lender Consents for Amendments. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the Aggregate Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of all or substantially all of the Credit Security or release of the Borrower or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii) No alteration shall be made of the Lenders’ rights of set-off contained in Section 9.2.4. (iii) No amendment to or modification of this Section 17.1 or the definition of “Required Lenders” shall be made. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on or fees with respect to the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender under Sections 4.1 or 4.2 or interest thereon or fees relating to any of the foregoing payable to such Lender, and no waiver shall be made of any Default under Section 9.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent, as the case may be, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent or such other Agent, as the case may be, under the Credit Documents. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit.

Appears in 1 contract

Samples: Credit Agreement (Charter Communications Inc /Mo/)

Lender Consents for Amendments. Except as otherwise set forth herein, ------------------------------ the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:: -------- ------- (a1) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ 60% of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b2) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i1) None of the conditions specified in Section 5 shall be amended, waived or modified. (2) No release of all or ~~substantially all~~ a material portion of the Credit Security or release of the ~~Borrower~~ Company or any ~~material~~ Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 17 upon payment in full of the Credit Obligations and termination of the Commitments). (ii3) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (4) No alteration shall be made of the Lenders’ ' rights of ~~set-~~set- off contained in Section ~~9.2.4~~8.2.4. (~~iii~~5) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on or fees with respect to the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender under Sections 4.1 or 4.2 or interest thereon or fees relating to any of the foregoing payable to such Lender, and no waiver shall be made of any Default under Section 9.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent, as the case may be, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent or such other Agent, as the case may be, under the Credit Documents. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit.

Appears in 1 contract

Samples: Credit Agreement (Sba Communications Corp)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ two-thirds of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No release of all or substantially all of the Credit Security or release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 16.1 upon payment in full of the Credit Obligations and termination of the Commitments). (iiiii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations or Liens permitted by Section 7.8). (iv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (ivi) No reduction shall be made in (A) the amount of principal of the Loan ~~owing to such Lender~~ or reimbursement obligations for payments made under Letters of Credit, (B) the interest rate on the Loan or (C) the Letter of Credit Fees or commitment fees owing with respect to the ~~portion of the Loan owing to such Lender~~ credit facility provided herein (other than amendments and waivers approved by the Required Lenders ~~that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or~~ that waive an increase in the Applicable Rate as a result of an Event of Default). (iivii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan ~~owing to such Lender under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing ~~payable to such Lender,~~ and no waiver shall be made of any Default under Section 9.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)8.1.1. (~~iii~~viii) No increase shall be made in the amount, or extension of the term, of the stated Commitments ~~of such Lender~~ beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (ec) Without the written consent of the ~~Administrative Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (d) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1, each Lender and its Related Funds, if any,~~ Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Letter of Credit Issuer under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (Marquee Group Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Hedge Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of, or subordination of the Lenders' interests in, all or substantially ~~all~~ all, of the Credit Security or and no release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.10, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 16.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iii) No alteration shall be made of the Lenders’ ' rights of ~~set-~~set off contained in Section ~~9.2.4~~8.2.4. (~~iii~~iv) No contractual subordination of the Loans or any other portion of the Credit Obligations to any other Indebtedness shall be permitted. (v) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (vi) No assignment by the Company or any Guarantor of its obligations under the Credit Documents shall be permitted. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below):thereby: (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Letter of Credit fees or commitment fees or other Credit Obligations owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees ~~relating to any of the foregoing~~ or other Credit Obligations payable to such Lender, ~~and~~ no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender ~~(other than amendments~~ and ~~waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~no amendment of Section 11.5 shall be made. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of ~~such Lender~~ the Lenders beyond that provided for under Section 2. (iv) No LIBOR Interest Period shall have a duration longer than six months. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the ~~time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the~~ allocation of mandatory prepayments under ~~Sections 4.3, 4.4 or 4.5~~ Section 4.3 between the respective Tranches. (e) Without the written consent of the ~~Administrative Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (f) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1~~Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the Credit Documents. (g) Without the written consent of the Swingline Lender, ~~each~~ no amendment or modification of any Credit Document shall affect the rights or duties of such Swingline Lender ~~and its Related Funds, if any,~~ under the Credit Documents. (h) No amendment of waiver of any provision requiring consent of a specified percentage of Lenders shall ~~vote as a single unit~~be effective without consent of at least such percentage of Lenders.

Appears in 1 contract

Samples: Credit Agreement (Buckeye Technologies Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Financial Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance ~~with~~ with, or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Financial Hedge Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) [Intentionally Deleted] (ii) No release of, or subordination of the Lenders’ interests in, all or substantially all of the Credit Security or and no release of the ~~Borrower~~ Company or any ~~material Guarantor~~ other Obligor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent (A) may release particular items of Credit Security or particular ~~Guarantors whose equity has been sold~~ Obligors in dispositions permitted by Section ~~7.11~~6.10, as modified by amendments thereto approved by the Required Lenders, ~~and~~ (B) may release all Credit Security pursuant to Section ~~18.1~~ 15.1 upon payment in full of the Credit Obligations and termination of the Commitments, (C) may subordinate the Lenders’ Liens on the Credit Security to purchase money liens on specific assets permitted by Section 6.7.2 and (D) may, to the extent required by the Congress/CIT Intercreditor Agreement, release particular items of Credit Security that are subject to Liens permitted by Section 6.7.11). (iiiii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iv) No contractual subordination of the Loans or any other portion of the Credit Obligations to any other Indebtedness shall be permitted. (v) No alteration shall be made of the Lenders’ rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~vi) (vi) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “Required Lenders” shall be made. (c) Without the written consent of each Lender that is directly affected thereby ~~and of such Lenders as own at least a majority of the Percentage Interests~~ (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or~~ any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such ~~Lender or~~ Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the fees or other amounts owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating ~~the Applicable Margin or~~ Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or fees or other amounts relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such ~~Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~Lender. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (Doe Run Resources Corp)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection Agreement~~a Hedge Agreement or the documents evidencing any Irish Loan) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below)Interests, no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection Agreement~~a Hedge Agreement or the documents evidencing or relating to any Irish Loan) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of, or subordination of the Lenders' interests in, all or ~~substantially all~~ a substantial portion of the Credit Security or and no release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.10, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 16.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of the Lenders beyond that provided for under Section 2. (iv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (~~other than amendments and waivers approved by~~ C) the ~~Required Lenders that modify defined terms used in calculating~~ Letter of Credit fees or commitment fees owing to such Lender with respect to the ~~Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default)~~credit facility provided herein. (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2Lender. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (e) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1~~Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the Credit Documents. (f) Without the written consent of the Swingline Lender, ~~each Lender and its Related Funds, if any,~~ no amendment or modification of any Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Letter of Credit Issues under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (Buckeye Technologies Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document ~~(other than an Interest Rate Protection Agreement)~~ or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ 75% of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents ~~(other than an Interest Rate Protection Agreement)~~ shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below):: (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No ~~release~~ incurrence or existence of any Lien on all or substantially all of the ~~Credit Security or release~~ assets of the Borrower shall be permitted. (iii) No contractual subordination of the Loans or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full other portion of the Credit Obligations ~~and termination of the Commitments)~~to any other Indebtedness shall be permitted. (iiiv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least ~~a majority~~ 75% of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Domestic Letter of Credit fees, Canadian Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender ~~(other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (e) Without the written consent of a Domestic Letter of Credit Issuer or a Canadian Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1, each Lender and its Related Funds, if any,~~ Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Domestic Letter of Credit Issuer or Canadian Letter of Credit Issuer under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (American Biltrite Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit ~~Document~~Document (other than a Hedge Agreement), including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ 75% of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Hedge Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below):: (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No ~~release~~ incurrence or existence of any Lien on all or substantially all of the ~~Credit Security or release~~ assets of the Borrower shall be permitted. (iii) No contractual subordination of the Loans or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full other portion of the Credit Obligations ~~and termination of the Commitments)~~to any other Indebtedness shall be permitted. (iiiv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least ~~a majority~~ 75% of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Domestic Letter of Credit fees, Canadian Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender ~~(other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (e) Without the written consent of a Domestic Letter of Credit Issuer or a Canadian Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1, each Lender and its Related Funds, if any,~~ Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Domestic Letter of Credit Issuer or Canadian Letter of Credit Issuer under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (American Biltrite Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Majority Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; ~~provided~~PROVIDED, ~~however~~HOWEVER, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No ~~release~~ incurrence or existence of any Lien on all or substantially all of the ~~Credit Security or release~~ assets of the Borrower and its Subsidiaries shall be permitted (other than any Liens from time to time securing the Credit Obligations). (iii) No contractual subordination of the Loans or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full other portion of the Credit Obligations ~~and termination of the Commitments)~~to any other Indebtedness shall be permitted. (iiiv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Majority Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby ~~and of such Lenders as own at least a majority of the Percentage Interests~~ (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Majority Lenders that modify defined terms used in calculating the Applicable Eurodollar Margin ~~or Consolidated Excess Cash Flow~~ or that waive an increase in the Applicable Rate as a result of an Event of Default)) or (C) the commitment fees owing to such Lender under Section 3.3. (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such ~~Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~Lender. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests ~~in a particular Tranche~~ of either of the 364-Day Revolving Loan or the Three-Year Revolving Loan, as applicable, (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the ~~time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the~~ allocation of mandatory prepayments under ~~Sections 4.3, 4.4 or 4.5~~ Section 4.2 between the ~~respective Tranches~~364-Day Revolving Loan and the Three-Year Revolving Loan. (e) Without the written consent of the Administrative ~~Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (American Financial Group Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Documentation Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Documentation Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; ~~provided~~PROVIDED, ~~however~~HOWEVER, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the Aggregate Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of all or substantially all of the Credit Security or release of ~~the~~ any Borrower or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Documentation Agent may release particular items of Credit Security or particular Borrowers or Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section 9.2.4. (iii) No amendment to or modification of this Section 17.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on or fees with respect to the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender under Sections 4.1 or 4.2 or interest thereon or fees relating to any of the foregoing payable to such Lender, and no waiver shall be made of any Default under Section 9.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or ~~any other relevant~~ the Documentation Agent, as the case may be, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent or ~~such other Agent~~the Documentation agent, as the case may be, under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (Falcon Funding Corp)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection Agreement~~any Hedge Agreements from time to time in effect) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection Agreement~~any Hedge Agreements from time to time in effect) shall be made. (b) Without the written consent of such Lenders as own one hundred percent (100% %) of the Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 9 shall be amended, waived or modified. (ii) No release of all or substantially all of the Credit Security or release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~10.12, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 20.1 upon payment in full of the Credit Obligations and termination of the Commitments). (iiiii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~12.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 19.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or~~ any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable ~~Margin or Consolidated Excess Cash Flow~~ Rate or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 12.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable ~~Margin or Consolidated Excess Cash Flow~~Rate). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (Nextera Enterprises Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Financial Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance ~~with~~ with, or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Financial Hedge Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No release of, or subordination of the Lenders’ interests in, all or substantially all of the Credit Security or and no release of the ~~Borrower~~ Company or any ~~material Guarantor~~ other Obligor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent (A) may release particular items of Credit Security or particular ~~Guarantors whose equity has been sold~~ Obligors in dispositions permitted by Section ~~7.11~~6.10, as modified by amendments thereto approved by the Required Lenders, ~~and~~ (B) may release all Credit Security pursuant to Section ~~18.1~~ 15.1 upon payment in full of the Credit Obligations and termination of the Commitments, (C) may subordinate the Lenders’ Liens on the Credit Security to purchase money liens on specific assets permitted by Section 6.7.2 and (D) may, to the extent required by the Congress/CIT Intercreditor Agreement, release particular items of Credit Security that are subject to Liens permitted by Section 6.7.11). (iiiii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iv) No contractual subordination of the Loans or any other portion of the Credit Obligations to any other Indebtedness shall be permitted. (v) No alteration shall be made of the Lenders’ rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~vi) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “Required Lenders” shall be made. (c) Without the written consent of each Lender that is directly affected thereby ~~and of such Lenders as own at least a majority of the Percentage Interests~~ (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or~~ any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such ~~Lender or~~ Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the fees or other amounts owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating ~~the Applicable Margin or~~ Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or fees or other amounts relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such ~~Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~Lender. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (Doe Run Resources Corp)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document ~~(other than an Interest Rate Protection Agreement)~~ or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ 75% of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents ~~(other than an Interest Rate Protection Agreement)~~ shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below):: (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No ~~release~~ incurrence or existence of any Lien on all or substantially all of the ~~Credit Security or release~~ assets of the Borrower shall be permitted. (iii) No contractual subordination of the Loans or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full other portion of the Credit Obligations ~~and termination of the Commitments)~~to any other Indebtedness shall be permitted. (iiiv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least ~~a majority~~ 75% of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender ~~(other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of ~~such Lenders owning at least a majority of~~ the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or any other relevant Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (e) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1, each Lender and its Related Funds, if any,~~ Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Letter of Credit Issuer under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (American Biltrite Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Hedge Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of all or substantially all of the Credit Security or release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by ~~Section 7.11~~Sections 6.10 or 6.18, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 15.1 upon payment in full of the Credit Obligations and termination of the Commitments). 129 131 (ii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iiiii) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~iv) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow).. 130 132 (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of the Agent, no amendment or modification of any Credit Document shall affect the rights or duties of the Agent under the Credit Documents. (e) Without the written consent of a Letter of Credit Issuer, no amendment or modification of any Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the Credit Documents. (f) Without the written consent of Lenders owning at least ~~a majority~~ two-thirds of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent ~~Lender~~ Lenders during the existence of a Delinquency Period ~~or of any Nonperforming Lender~~ so long as each such Delinquent Lender is treated ~~equally with~~ the same as the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the ~~time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the~~ allocation of mandatory prepayments under ~~Sections 4.3, 4.4 or 4.5~~ Section 4.3 between the ~~respective Tranches~~Acquisition Loan and the Revolving Loan. (e) Without the written consent of the Administrative Agent or any other relevant Agent, as the case may be, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent or such other Agent, as the case may be, under the Credit Documents. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit.

Appears in 1 contract

Samples: Credit Agreement (Element K Corp)

Lender Consents for Amendments. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the Aggregate Percentage Interests (disregarding the Percentage Interest of any 85 85 Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No release of all or substantially all of the Credit Security or release of the Borrower or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular items of Credit Security or particular Guarantors whose equity has been sold in dispositions permitted by Section 7.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section 18.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section 9.2.4. (iii) No amendment to or modification of this Section 17.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby and of such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on or fees with respect to the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender under Sections 4.1 or 4.2 or interest thereon or fees relating to any of the foregoing payable to such Lender, and no waiver shall be made of any Default under Section 9.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the 86 86 Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e) Without the written consent of the Administrative Agent or ~~any other relevant~~ the Documentation Agent, as the case may be, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent or ~~such other~~ the Documentation Agent, as the case may be, under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (Charter Communications Inc /Mo/)

Lender Consents for Amendments. Except as otherwise set forth herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than ~~an Interest Rate Protection~~ a Hedge Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; ~~provided~~PROVIDED, ~~however~~HOWEVER, that: (a1) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than ~~an Interest Rate Protection~~ a Hedge Agreement) shall be made. (b2) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i1) None of the conditions specified in Section 5 shall be amended, waived or modified. (2) No release of all or substantially all of the Credit Security or release of the ~~Borrower~~ Company or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 16.1 upon payment in full of the Credit Obligations and termination of the Commitments). (ii3) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (4) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~5) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (c3) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, as well as such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or~~ any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i1) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or ~~Consolidated Excess Cash Flow or~~ that waive an increase in the Applicable Rate as a result of an Event of Default). (ii2) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable ~~Margin or Consolidated Excess Cash Flow~~Margin). (~~iii~~3) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the allocation of mandatory prepayments under Sections 4.3, 4.4 or 4.5 between the respective Tranches. (e4) Without the written consent of the ~~Administrative Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (5) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1, each Lender and its Related Funds, if any,~~ Credit Document shall ~~vote as a single unit~~affect the rights or duties of such Letter of Credit Issuer under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (Nextera Enterprises Inc)

Lender Consents for Amendments. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Majority Lenders the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that: (a) Except as provided below, without the written consent of the Lenders owning at least a majority of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any ~~Delinquent Lender during the existence of a Delinquency Period or of any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No release ~~of all~~ of, or ~~substantially all~~ subordination of the ~~Credit Security or release~~ Lenders' interests in, the guarantee of ~~the Borrower or~~ any ~~material Guarantor~~ Principal Company shall be made (in any event, without the written consent of the Lenders, the Administrative Agent may release particular ~~items of Credit Security or particular Guarantors whose equity has been sold~~ Principal Companies in dispositions permitted by Section ~~7.11~~6.11, as modified by amendments thereto approved by the Required Majority Lenders, ). (iii) No incurrence or existence of any Lien on all or substantially all of the assets of the Principal Companies and ~~may release all~~ their Subsidiaries shall be permitted (other than any Liens from time to time securing the Credit ~~Security pursuant to Section 18.1 upon payment in full~~ Obligations). (iv) No contractual subordination of the Loans or any other portion of the Credit Obligations ~~and termination of the Commitments)~~to any other Indebtedness shall be permitted. (iiv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~vi) No amendment to or modification of this Section ~~17.1~~ 14.1 or the definition of “"Required Majority Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected thereby ~~and of such Lenders as own at least a majority of the Percentage Interests~~ (disregarding the Percentage Interest of ~~any Delinquent Lender during the existence of a Delinquency Period of or any~~ Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender (other than amendments and waivers approved by the Required Majority Lenders that modify defined terms used in calculating the Applicable Eurodollar Margin ~~or Consolidated Excess Cash Flow~~ or that waive an increase in the Applicable Rate as a result of an Event of Default)) or (C) the commitment fees owing to such Lender under Section 3.3. (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such ~~Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow)~~Lender. (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests ~~in a particular Tranche~~ of either of the 364-Day Revolving Loan or the Three-Year Revolving Loan, as applicable, (disregarding the Percentage Interest ~~of any Delinquent Lender during the existence of a Delinquency Period or~~ of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the ~~time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the~~ allocation of mandatory prepayments under ~~Sections 4.3, 4.4 or 4.5~~ Section 4.2 between the ~~respective Tranches~~364-Day Revolving Loan and the Three-Year Revolving Loan. (e) Without the written consent of the Administrative ~~Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the Administrative Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that, with respect to any voting required by this Section 17.1, each Lender and its Related Funds, if any, shall vote as a single unit~~.

Appears in 1 contract

Samples: Credit Agreement (American Financial Group Inc)

Lender Consents for Amendments. Except as otherwise set forth ------------------------------ herein, the ~~Administrative~~ Agent may (and upon the written request of the Required Lenders the ~~Administrative~~ Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Credit Document (other than an Interest Rate Protection Agreement) or any Default or Event of Default, all of which actions shall be binding upon all of the Lenders; provided, however, that:: -------- ------- (a) Except as provided below, without the written consent of the Lenders owning at least ~~a majority~~ two-thirds of the ~~Aggregate~~ Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below), no written modification of, amendment to, consent with respect to, waiver of compliance with or waiver of a Default under, any of the Credit Documents (other than an Interest Rate Protection Agreement) shall be made. (b) Without the written consent of such Lenders as own 100% of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) None of the conditions specified in Section 5 shall be amended, waived or modified. (ii) No release of all or substantially all of the Credit Security or release of ~~the~~ either Borrower or any material Guarantor shall be made (in any event, without the written consent of the Lenders, the ~~Administrative~~ Agent may release particular items of Credit Security or particular Guarantors ~~whose equity has been sold~~ in dispositions permitted by Section ~~7.11~~6.11, as modified by amendments thereto approved by the Required Lenders, and may release all Credit Security pursuant to Section ~~18.1~~ 16.1 upon payment in full of the Credit Obligations and termination of the Commitments). (iiiii) No incurrence or existence of any Lien on all or substantially all of the Credit Security shall be permitted (other than Liens securing the Credit Obligations). (iv) No alteration shall be made of the Lenders’ ' rights of set-off contained in Section ~~9.2.4~~8.2.4. (~~iii~~v) No amendment to or modification of this Section ~~17.1~~ 15.1 or the definition of “"Required Lenders” " shall be made. (c) Without the written consent of each Lender that is directly affected ~~thereby and of~~ thereby, together with such Lenders as own at least a majority of the Percentage Interests (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of or any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below): (i) No reduction shall be made in (A) the amount of principal of the Loan owing to such Lender or reimbursement obligations for payments made under Letters of Credit payable or participated to such Lender, (B) the interest rate on ~~or fees with respect to~~ the portion of the Loan owing to such Lender or (C) the Letter of Credit fees or commitment fees owing to such Lender with respect to the credit facility provided herein (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate as a result of an Event of Default). (ii) No change shall be made in the stated, scheduled time of payment of any portion of the Loan owing to such Lender ~~under Sections 4.1 or 4.2~~ or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to such ~~Lender,~~ Lender and no waiver shall be made of any Default under Section ~~9.1.1~~ 8.1.1 with respect to such Lender (other than amendments and waivers approved by the Required Lenders that modify defined terms used in calculating the Applicable Margin or Consolidated Excess Cash Flow). (iii) No increase shall be made in the amount, or extension of the term, of the stated Commitments of such Lender beyond that provided for under Section 2. (d) Without the written consent of such Lenders owning at least a majority of the Percentage Interests in a particular Tranche (disregarding the Percentage Interest of any Delinquent Lender during the existence of a Delinquency Period or of any Nonperforming Lender so long as such Lender is treated equally with the other Lenders with respect to any actions enumerated below) voting as a separate class, no change may be made in the ~~time of payment of any portion of such Tranche under Sections 4.3, 4.4 or 4.5 or in the~~ allocation of mandatory prepayments under ~~Sections 4.3, 4.4 or 4.5~~ Section 4.2 between the respective Tranches. (e) Without the written consent of the ~~Administrative Agent or any other relevant~~ Agent~~, as the case may be~~, no amendment or modification of any Credit Document shall affect the rights or duties of the ~~Administrative~~ Agent ~~or such other Agent, as the case may be,~~ under the Credit Documents~~. It is understood that~~. (f) Without the written consent of a Letter of Credit Issuer, ~~with respect to~~ no amendment or modification of any ~~voting required by this Section 17.1~~Credit Document shall affect the rights or duties of such Letter of Credit Issuer under the Credit Documents. (g) Without the written consent of the Canadian Lender, ~~each~~ no amendment or modification of any Credit Document shall affect the rights or duties of the Canadian Lender ~~and its Related Funds, if any, shall vote as a single unit~~under the Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (Westower Corp)

Common use of Lender Consents for Amendments Clause in Contracts