Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will: (a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or (b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or (c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or (d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or (e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or (f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Credit Agreement (Cox Radio Inc), Credit Agreement (Cox Communications Inc /De/), Five Year Credit Agreement (Cox Communications Inc /De/)
Modifications, Amendments or Waivers. Any With the written consent ------------------------------------ of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement the Banks, and the Borrower or the other applicable Loan Party may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower or such Loan Party hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of the Borrower or such Loan Party hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent shall be effective to bind all the Loan Parties and all of the Majority LendersBanks; provided that that, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all Banks, reduce the Lenders; oramount of the Commitment Fee or any other fees payable to any Bank hereunder, or amend Sections 5.02 [Pro Rata Treatment of Banks], 10.06 [Exculpatory Provisions] or 10.13 [Equalization of Banks] hereof;
(b) without the written consent of all Banks, whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLoan, or reduce the principal amount of or the rate of interest borne by any Loan;
(c) without the written consent of all Banks, release any Collateral or other security, if any, for the Borrower's obligations hereunder (provided that, upon the request by the Borrower and so long as no Potential Default or Event of Default exists or is continuing as certified by the Borrower to the Agents and the Banks, with respect to any disposition or sale of assets which is permitted by Section 8.02(f) or (g), the Administrative Agent is hereby authorized to release liens on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal assets so disposed of or interest sold and to release the Guaranty of any Subsidiary sold or disposed of without the consent of any Bank);
(other than to increase d) without the interest rate written consent of all Banks, release or the Commitment Fees or LC Participation Fees, which may be effected with terminate any Guaranty Agreement of any Loan Party;
(e) without the written consent of the Majority LendersSupermajority Required Banks and each Bank whose Combined Commitment equals $25,000,000 or more, amend Sections 2.01(c), 4.01(a) on any Revolving Credit Loan or any LC Disbursement8.02(r), or reduce change the amount definitions or the method of computing the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any ratios contained within such fee, foregoing sections;
(f) without the prior written consent of all Banks, amend Section 11.01 or change the affected Lenderdefinition of Supermajority Required Banks or the definition of Required Banks, or change any requirement providing for the Banks, the Supermajority Required Banks or the Required Banks to authorize the taking of any action hereunder; or
(cg) change the definition of Majority Lenders without the prior written consent of all Banks, extend the Lenders; or
(d) waive, modify Expiration Date or amend increase the provisions amount of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise Commitment of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy Bank hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Post Acute Network Inc), Revolving Credit Facility (Mariner Post Acute Network Inc)
Modifications, Amendments or Waivers. Any The Agent upon joint direction of the provisions Lenders and such of this Agreement the Borrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time be modified enter into written agreements amending or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of changing any provision of this Agreement nor or any other Loan Document or the rights of a Lender or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto hereunder or thereunder, any such agreement, waiver or consent made with such written consent being effective to bind all Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any agreement, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any departure by the Company therefrom shall in provision hereof, any event be effective unless the same Event of Default or Default so waived or consented to shall be in writingdeemed to be cured and not continuing, and then but no such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company extend to any other or further notice subsequent Event of Default or demand in similar Default or other circumstancesimpair any right consequent thereto.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement (Sundance Homes Inc), Revolving Credit Loan Agreement (Sundance Homes Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrowers, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties, provided, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase : Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term of the Commitment of Expiration Date; Whether or not any Lender hereunderLoans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Loan Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or of any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Loan or reduce the Revolving Credit Loan Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Loan, the Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision fee payable to any Bank; Except for sales of this Agreement that requires the consent assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the Lenders without assets of any Loan Party, any release any Guarantor from its Obligations under the prior written consent Guaranty Agreement; or Permit any Loan to be made or Letter of all Credit to be issued if after giving effect thereto the Lenders; or
Revolving Facility Usage hereunder would exceed either (eA) waive, modify or amend the provisions lesser of Article XII without the prior written consent 110% of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof Borrowing Base or the exercise of any other powerBorrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by (B) the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesRevolving Credit Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Super Test Petroleum Inc), Credit Agreement (Kwik Fil Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Requisite Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Term Loan Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make the Term Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Term Loan Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Term Loan Commitments is not considered an extension or increase in Term Loan Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Term Loan Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Term Loan Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of the Term Loans (or any definition relating thereto) shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or interest;
(c) reduce the principal amount of of, or the rate of interest on specified herein on, any Revolving Credit Term Loan or any LC Disbursement, fees or otherwise affect the terms of payment of the principal of other amounts payable hereunder or interest (under any other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the Majority Lendersconsent of the Requisite Lenders shall be necessary (A) on to amend the definition of “Default Rate” or to waive any Revolving Credit Loan obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any LC Disbursement, or defined term used therein) even if the effect of such amendment would be to reduce the amount rate of interest on the Commitment Fees Term Loans or LC Participation Fees, or otherwise affect to reduce any fee payable hereunder;
(d) change Section 2.10 in a manner that would alter the terms pro rata sharing of payment of any such fee, payments required thereby without the prior written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Requisite Lenders” or otherwise change the percentage of the Lenders which shall be required for the Lenders to take any action hereunder without the written consent of each Lender directly affected thereby;
(f) release the Borrower without the consent of each Lender; or
(cg) change except as otherwise provided in Section 10.13, release all or substantially all of the definition of Majority Lenders Collateral without the prior written consent of all the Lenders; oreach Lender whose Obligations are secured by such Collateral;
(di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent may be made without the prior written consent of all such Administrative Agent, and (ii) only the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority LendersBorrower shall be required for any amendment to the Fee Letter; or
(fand provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) amendthrough 11.1(g) above, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender. No failure or delay on ”), then the part of Borrower shall have the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of right to replace any such powerNon-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or remedy or disapprove any abandonment or discontinuance of steps to enforce such a poweramendment, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Term Loan Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender or amounts due to it permanently reduced without the consent of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders (other than solely as a result of differing amounts of the Term Loans held by such Defaulting Lender vis-à-vis the other Lenders) shall be effective only in require the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesconsent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Requisite Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Term Loan Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make the Term Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Term Loan Commitment is being extended or 64 increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or 4.3 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Term Loan Commitments is not considered an extension or increase in Term Loan Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Term Loan Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Term Loan Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of the Term Loans (or any definition relating thereto) shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or interest;
(c) reduce the principal amount of of, or the rate of interest on specified herein on, any Revolving Credit Term Loan or any LC Disbursement, fees or otherwise affect the terms of payment of the principal of other amounts payable hereunder or interest (under any other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the Majority Lendersconsent of the Requisite Lenders shall be necessary (A) on to amend the definition of “Default Rate” or to waive any Revolving Credit Loan obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any LC Disbursement, or defined term used therein) even if the effect of such amendment would be to reduce the amount rate of interest on the Commitment Fees Term Loans or LC Participation Fees, or otherwise affect to reduce any fee payable hereunder;
(d) change Section 2.11 in a manner that would alter the terms pro rata sharing of payment of any such fee, payments required thereby without the prior written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Requisite Lenders” or otherwise change the percentage of the Lenders which shall be required for the Lenders to take any action hereunder without the written consent of each Lender directly affected Lenderthereby; or
(cf) change release the definition of Majority Lenders Borrower without the prior consent of each Lender; provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of all such Administrative Agent, and (ii) only the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority LendersBorrower shall be required for any amendment to the Fee Letter; or
(fand provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) amendthrough 11.1(f) above, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender. No failure or delay on ”), then the part of Borrower shall have the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of right to replace any such powerNon-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or remedy or disapprove any abandonment or discontinuance of steps to enforce such a poweramendment, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Term Loan Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender or amounts due to it permanently reduced without the consent of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders (other than solely as a result of differing amounts of the Term Loans held by such Defaulting Lender vis-à-vis the other Lenders) shall be effective only in require the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesconsent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced (it being understood that the waiver of any condition set forth in the definition of “Extension Conditions” or of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or an Issuing Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.9 and 6.11, and (iv) the Section 6.15 may be amended, modified, or otherwise affect terminate or any provision thereof waived in accordance with the terms of payment set forth therein; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any of the foregoing to the contrary, the Loan Parties and the Administrative Agent, without the consent of any Lender, may enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. Notwithstanding anything to the contrary contained herein, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein. For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 11.1, this Agreement may be amended (or amended and restated) with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of Parties and the Administrative Agent and to give effect to the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender transactions described in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesSection 2.1(e).
Appears in 1 contract
Samples: Credit Agreement (Alaska Communications Systems Group Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders (or, in the case of this Agreement (i) (x) amendments or modifications to the definition of “Required Revolving Lenders”, or (y) waivers of any condition precedent to any Revolving Borrowing set forth in Section 4.3, the Required Revolving Lenders, or (ii) (x) amendments or modifications to the definition of “Required Delayed Draw Term A Lenders” or (y) waivers of any condition precedent to any Delayed Draw Term A Borrowing set forth in Section 4.2, the Required Delayed Draw Term A Lenders), the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that subject to Section 3.4, no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.3 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend the time postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of principal Overadvances but excluding other mandatory prepayments of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest interest, fees or fee, or reduce other amounts due to the principal amount of or the rate of interest on any Revolving Credit Loan Lenders (or any LC Disbursement, of them) or otherwise affect the terms of payment any scheduled or mandatory reduction of the principal of Commitments hereunder or interest (under any other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced (it being understood that the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision mandatory prepayment of this Agreement nor consent to Loans (or any departure by the Company therefrom definition relating thereto), other than a mandatory prepayment of Overadvances, shall in not constitute a postponement of any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and date scheduled for the purpose for which given. No notice to payment of principal or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.interest);
Appears in 1 contract
Samples: Credit Agreement (Alaska Communications Systems Group Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that, without the written consent of all the Majority Lenders; provided that , no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase Increase of Commitment; Extension of Expiration Date. Increase the amount or extend the term of the Revolving Credit Commitment of any Lender hereunder, other than as permitted by Section 4.01, without hereunder or extend the prior written consent of all the Lenders; orExpiration Date;
(b) Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Facility Fee, Utilization Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee, Utilization Fee, or any LC Disbursementother fee payable to any Lender, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such feeLoan, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveFacility Fee, modify or amend the provisions of Article V or this Article XI Utilization Fee, or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Lender;
Appears in 1 contract
Samples: Credit Agreement (Too Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Company on behalf of the Borrowers may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrowers hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Borrowers hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Borrowers; provided, that, without the written consent of the Majority Lenders; provided that each Lender, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any such Lender hereunder, other than as permitted by Section 4.01, without hereunder or extend the prior written consent of all the Lenders; orExpiration Date with respect to such Lender;
(b) increase the aggregate amount of the Commitments of the Lenders to an amount greater than $200,000,000;
(c) release any Guarantor the assets of which represent 5% or more of the consolidated total assets of the Company and its Subsidiaries;
(d) whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement Loan made or interest thereonto be made by such Lender, the Facility Fee or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect other fee payable to payment of any LC Disbursement, principal, interest or feesuch Lender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan made or to be made by such Lender or reduce the Facility Fee or any LC Disbursementother fee payable to such Lender, or otherwise affect the terms of payment of the principal of or interest (other than of any Loan made or to increase the interest rate be made by such Lender, or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Facility Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lendersfee payable to such Lender; or
(e) waiveamend Sections 4.02, 7.01(m), 10.05 or 10.12, this Section 11.01 or Section 11.11, alter any provision regarding the pro rata treatment of the Lenders, change the definition of Required Lenders, or change any requirement providing for the Lenders or the Required Lenders to authorize the taking of any action hereunder. No agreement, waiver or consent which would modify the interests, rights or amend obligations of the provisions of Article XII Administrative Agent in its capacity as Administrative Agent shall be effective without the prior written consent of the Administrative Agent and Agent. No Agreement, waiver or consent which would modify the Majority Lenders; or
(f) amendinterests, modify or otherwise affect the rights or duties obligations of the Issuing Lender hereunder Arranger in its capacity as Arranger shall be effective without the prior written consent of the Issuing LenderArranger. Any provision of a Fee Letter may be amended, supplemented or waived by written consent of the parties thereto. No failure or delay on the part of the Administrative Agent or any Lender in exercising any rightagreement, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent which would modify the interests, rights or obligations of the Documentation Agent in its capacity as Documentation Agent shall be effective only in without the specific instance and for written consent of the purpose for which givenDocumentation Agent. No notice to Agreement, waiver or demand on consent which would modify the Company interests, rights or obligations of any Swing Lender in any case its capacity as Swing Lender shall entitle be effective without the Company to any other or further notice or demand in similar or other circumstanceswritten consent of such Swing Lender.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility (Borders Group Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or Section 4.3 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change Section 9.2(d) without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section 11.1, the definition of “Required Lenders” or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document without the written consent of each Lender directly affected thereby;
(g) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(h) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); provided that,
(i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or such Issuing Lender, as applicable,
(ii) only the consent of the Administrative Agent shall be required for any amendment to any Fee Letter, unless otherwise affect expressly stated in such Fee letter,
(iii) Section 6.15 may be amended, modified or terminated or any provision thereof waived in accordance with the terms thereof,
(iv) Schedule 2.1(e), 2.1(f) and 6.15 shall be prepared and provided to the parties hereto by the Administrative Agent on the Closing Date;
(v) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(xi)(B),
(vi) any agreement, waiver or consent that by its terms would modify the interests, rights or obligations of payment one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the principal affected Class of or interest Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time,
(vii) this Agreement may be amended as contemplated by Section 2.1(g) in connection with the addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Borrower, the Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent,
(viii) other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.3 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to increase consent under this Section 11.1 if such Class of Lenders was the interest rate only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(h) above, the Commitment Fees consent of the Required Lenders is obtained but the consent of one or LC Participation Feesmore of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (A) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of such Lender and (B) any waiver, amendment or modification requiring the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders; or
(d) waiveconsent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, modify or amend if, following the provisions of Article V or this Article XI Execution Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any other error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. It is understood that requires posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. Notwithstanding anything to the contrary herein, technical and conforming modifications to (or amendments and restatements of) the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (1) to provide for terms and conditions of any Incremental Term Loan, including, without limitation, with respect to borrowing and prepayment conditions and mechanics, (2) so as to modify Section 2.13, Section 9.2(d), any other provision hereof or thereof relating to the pro rata sharing of payments among the Lenders or any other provisions hereof or thereof that might otherwise require the vote of the Required Lenders (or another group of Lenders or all of the Lenders without Lenders) hereunder in order to include provisions applicable to any such Incremental Term Loan that are substantially consistent with the prior written consent of all the Lenders; or
(e) waive, modify or amend the existing provisions of Article XII without this Agreement with respect to such matters and to share ratably in the prior benefits of this Agreement and the other Loan Documents with the Lenders under any such Incremental Term Loan, and (3) to otherwise incorporate the terms applicable to any such Incremental Term Loan (such as the pricing, maturity, fees and other provisions applicable thereto). Notwithstanding anything herein to the contrary, the Borrower may elect to delete clause (a) of the first proviso in the definition of “Closing Date” upon written notice to the Administrative Agent and only the consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then required for such waiver or consent shall election to be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstanceseffective.
Appears in 1 contract
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, with (i) the written consent of the Majority LendersLenders with respect to the provisions that relate to Loans other than Alternate Currency Loans, and (ii) the written consent of the Alternate Currency Majority Lenders with respect to provisions that relate to Alternate Currency Loans; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenderssuch Lender; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit Commitment Fee or facility feeLC Participation Fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) change the definition of Alternate Currency Majority Lenders without the prior written consent of all the Alternate Currency Lenders; or
(e) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(ef) waive, modify or amend the provisions of Article XII or amend, modify or otherwise affect the rights or duties of the Administrative Agent, without the prior written consent of the Administrative Agent and the Majority LendersAgent; or
(fg) amend, modify or otherwise affect the rights or duties of the Issuing Lender Lenders hereunder without the prior written consent of the Issuing LenderLenders. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, with the written consent of of, the Majority LendersBanks; provided that no such waiver, modification or amendment may be made which will:
(a) Reduce or increase the amount or extend alter the term of the Commitment of any Lender Bank hereunder, other than as permitted by Section 4.014.02, without the prior written consent of all the Lenderssuch Bank; or
(b) extend Extend the stated maturity of or the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest interest, or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation Feesany fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each affected LenderBank; or
(c) change Change the definition of Majority Lenders Banks without the prior written consent of all the LendersBanks; or
(d) waiveWaive, modify or amend the provisions of Article V or this Article XI XI, Section 13.07(a) or any other provision of this Agreement that requires requiring the consent ratable distribution of all of payments among the Lenders Banks without the prior written consent of all the LendersBanks; or
(e) waiveWaive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing LenderBanks. No failure or delay on the part of the Administrative Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.the
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding mandatory prepayments) of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of the Term Loan shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or interest;
(c) reduce the principal amount of of, or the rate of interest on any Revolving Credit specified herein on, the Term Loan or any LC Disbursementfees or other amounts payable hereunder or under any other Loan Document, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with without the written consent of each Lender directly affected thereby; provided, however, that only the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
Required Lenders shall be necessary (cA) change to amend the definition of Majority Lenders without “Default Rate” or to waive any obligation of the prior written consent Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of all such amendment would be to reduce the Lenders; orrate of interest on the Term Loan or to reduce any fee payable hereunder;
(d) waive, modify or amend change Section 2.11 in a manner that would alter the provisions pro rata sharing of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders payments required thereby without the prior written consent of all the Lenders; oreach Lender directly affected thereby;
(e) waivechange any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) release the Borrower without the consent of each Lender, modify or, except in connection with a transaction permitted under Section 7.2, 7.6 or amend 7.7, all or substantially all of the provisions value of the Guaranty provided pursuant to Article XII of this Agreement without the prior written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of the Administrative Agent and (ii) only the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent shall be required for any amendment to the Fee Letter; and provided, further that, if in connection with any proposed waiver, amendment or any Lender modification referred to in exercising any rightSections 11.1(a) through 11.1(f) above, power the consent of the Required Lenders is obtained but the consent of one or remedy hereunder more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall operate as a waiver thereof, nor shall any single or partial exercise of have the right to replace any such power, right Non-Consenting Lender with one or remedy or any abandonment or discontinuance of steps more replacement Lenders pursuant to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equitySection 3.6. No modification Defaulting Lender shall have any right to approve or waiver of disapprove any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writingamendment, and then such waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall be effective only in require the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesconsent of such Defaulting Lender.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder, including, without limitation, making modifications to the requirements of Section 8.1 [Affirmative Covenants] and 8.2 [Negative Covenants]. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; provided, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 11.1.1 Increase of Commitment; Extension or Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term Expiration Date;
11.1.2 Extension of the Commitment Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Lender hereunderLoans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Loan Parties; provided that provided, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment:
(ai) increase the amount or extend the term of the Revolving Credit Commitment of any Lender hereunderBank hereunder (other than any increase in the amount of the Revolving Credit Commitments in accordance with Section 2.11, which increase shall not require the consent of any Bank, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; oreach Bank increasing its Revolving Credit Commitment),
(bii) extend the Expiration Date,
(iii) whether or not any Revolving Credit Loans are outstanding extend the time for payment of principal of or interest on of any Revolving Credit Loan or (excluding the due date of any LC Disbursement mandatory prepayment of a Revolving Credit Loan or interest thereonany mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility feeother fee payable to any Bank which has a Revolving Credit Commitment, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or or
(iv) reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank which has a Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation FeesFacility Fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for Bank which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.has a Revolving Credit Commitment;
Appears in 1 contract
Samples: Revolving Credit Facility (New Jersey Resources Corp)
Modifications, Amendments or Waivers. Any The provisions of any Loan Document may be modified, amended or waived only by a written instrument signed by Borrower, Administrative Agent, as applicable and the Requisite Lenders party thereto; provided that the provisions of the Warrants may be modified, amended and waived as set forth therein; provided further, that no such agreement shall (a) increase any Commitment of any Lender, or extend the date thereof or decrease the amount of any scheduled reduction thereof, without the written consent of such Lender, (b) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (c) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (d) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or Loans, without the written consent of each Lender, (e) change any of the provisions of this Agreement may from time Section or the definition of the term “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to time be modified waive, amend or amended bymodify any rights hereunder or make any determination or grant any consent hereunder, or waived with, without the written consent of the Majority Lenders; provided that no such waiver, modification each Lender or amendment may be made which will:
(af) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect except pursuant to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment the Guaranty, release any Guarantor from any of its guarantee obligations under the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with Guaranty without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected each Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveand provided further, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) no such agreement shall amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder Administrative Agent without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesAgent.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 11.1.1 INCREASE OF COMMITMENTS; EXTENSION OR EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunderBank hereunder or extend the Expiration Date;
11.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL, other than as permitted by Section 4.01INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Samples: Credit Agreement (Grubb & Ellis Co)
Modifications, Amendments or Waivers. Any of the provisions of this Agreement Except as may be otherwise provided in any Loan Document, Agent and Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of any Loan Document or the rights of Lenders or Loan Parties hereunder or thereunder, and Agent may grant written waivers or waived with, consents to a departure from the written consent due performance of the Majority Lenders; obligations of Loan Parties hereunder or thereunder. Such agreements, waivers or consents will bind all Lenders and Loan Parties, provided however, that no such waiver, modification or amendment may be made which willunless otherwise provided by the terms of this Agreement:
(a) increase The consent of all Non-Defaulting Lenders is required for any agreement, waiver or consent that results in the amount following:
(i) a release, in whole or extend in part, of any Guaranty, or a limit to the term obligations of any Guarantor thereunder, unless otherwise provided by the terms of the Commitment applicable Guaranty;
(ii) a change to Sections 3.7, 9.3, or 9.6 or this Section 11.1, or an alteration of any Lender provision regarding the pro rata treatment of Lenders, a change to the definition of Required Lenders, or a change to any requirement providing for the Lenders or the Required Lenders to authorize the taking of any action hereunder, other than ;
(iii) except as otherwise permitted by Section 4.015.3, without a subordination of the prior written consent lien and the provisions of all the Lenders; orMortgage to any other Lien;
(biv) extend an approval of any subordinate Lien that secures or intends to secure any Indebtedness for borrowed money with the Land and the Improvements;
(v) an amendment of the definition of "Conditions for Extension";
(vi) an extension of the date set forth in the definition of Expiration Date;
(vii) an extension of the time for payment of principal of or interest on any Revolving Credit of the Loan or of any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive Lender;
(viii) an Event of Default with respect increase to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the Loan;
(ix) a reduction to the rate of interest on the Loan; or
(x) a reduction to any Revolving Credit fee payable to such Lender.
(b) Each Lender must approve any agreement that (i) increases the amount of such Lender's Commitment, except in connection with any protective advance; or (ii) releases, in whole or in part, any Collateral, unless such release is specifically permitted by any Loan Document.
(c) No agreement, waiver or any LC Disbursementconsent which could modify the interests, rights or otherwise affect the terms obligations of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may Agent in its capacity as Agent will be effected with effective without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesAgent.
Appears in 1 contract
Samples: Construction Loan Agreement (Investors Real Estate Trust)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Borrower; provided, that, without the written consent of all the Majority Lenders; provided that Banks, no such agreement, waiver, modification or amendment consent may be made which will:
(a) increase Increase of Commitment; Extension of Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; orExpiration Date;
(b) Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of any LC Disbursement or interest thereonthe Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect other fee payable to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase of any Loan, the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan Facility Fee or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of other fee payable to any such fee, without the prior written consent of the affected Lender; orBank;
(c) change Release of Collateral or Guarantor. Release any Guarantor from its Obligations under the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Guaranty Agreement or any other provision of this Agreement that requires the consent of all security for any of the Lenders without Obligations except as otherwise may be permitted by the prior written consent terms hereof or of all the Lendersinstrument establishing the Lien; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Modifications, Amendments or Waivers. Any of the provisions of Except as may be otherwise provided in this Agreement or any other Loan Document, with the written consent of Required Lenders, Agent, acting on behalf of Lenders, and Borrower, on behalf of Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of Lenders or Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of the Majority Lendersis effective to bind all Lenders and Loan Parties; provided provided, that no such waiveragreement, modification wavier or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; orsuch Lender;
(b) whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or Loan (excluding the time for payment due date of any revolving line mandatory prepayment of credit or facility feea Loan), or waive an Event of Default with respect any fee payable to payment of any LC Disbursement, principal, interest or feeLender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees Fee or LC Participation Fees, or otherwise affect the terms of payment of any such feeother fee payable to any Lender, without the prior written consent of the each Lender directly affected Lender; orthereby;
(c) change release all or substantially all of the definition of Majority Lenders Collateral or any Guarantor from its Obligations under any Guaranty without the prior written consent of all Non-Defaulting Lenders, or reduce or waive any of the LendersGuarantor Financial Covenants; or
(d) waiveamend Sections 3.7, modify 9.3, or amend the provisions of Article V 9.6 or this Article XI Section 11.1, or alter any other provision regarding the pro rata treatment of this Agreement Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of “Required Lenders” in each case without the consent of all of Lenders; provided, further, that no agreement, waiver or consent which would modify the interests, rights or obligations of Agent in its capacity as Agent shall be effective without the written consent of Agent. Notwithstanding anything to the contrary herein, if Agent obtains Required Lenders’ consent in connection with any proposed waiver, amendment or modification referred to in subsections (a) through (d) above but does not obtain the consent of one or more Non-Consenting Lenders, then Borrower has the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.15. Notwithstanding anything to the contrary herein, no Defaulting Lender has any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the prior written consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders requires the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing such Defaulting Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Construction Loan Agreement (Cottonwood Multifamily Opportunity Fund, Inc.)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that , no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 10.1.1. INCREASE OF COMMITMENT; EXTENSION OF EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunderhereunder or extend the Expiration Date;
10.1.2. EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Lender, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Lender;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; provided, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 11.1.1 INCREASE OF COMMITMENT; EXTENSION OR EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunderBank hereunder or extend the Expiration Date;
11.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory repayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Samples: Credit Agreement (Rent Way Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Revolving Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayments of Overadvances but excluding any other mandatory prepayments) of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Revolving Loans, other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Revolving Loan or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of credit each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or facility fee, to waive any obligation of the Borrower to pay interest at the Default Rate or waive an Event (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of Default with respect such amendment would be to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.2, 7.6 or otherwise affect the terms of payment 7.7, all or substantially all of the principal value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or interest consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of the Administrative Agent, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter and (iii) notwithstanding anything to the contrary herein, the Administrative Agent and the Borrower may make amendments contemplated by Section 3.4(c); and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(f) above, the consent of the Required Lenders is obtained but the consent of one or more of such other than Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing such Defaulting Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Seaboard Corp /De/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Agent, acting on behalf of this Agreement all the Lenders, and MSI may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any Other Document or the rights of the Lenders or MSI or MSUK hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of MSI and MSUK hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and MSI and MSUK; provided, that, without the written consent of all the Majority Lenders; provided that , no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase Increase the amount or extend the term of the Revolving Credit Commitment or Term Loan Commitment of any Lender hereunder, other than as permitted by Section 4.01, without hereunder or extend the prior written consent of all the Lenders; orExpiration Date;
(b) Whether or not any Revolving Advance or Term Loan are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan Advance or of Term Loan, the commitment fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan Advance or reduce the commitment fee or any LC Disbursementother fee payable to any Lender, or otherwise affect the terms of payment of the principal of or interest (other than to increase of any Advance, the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan commitment fee or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of other fee payable to any such fee, without the prior written consent of the affected Lender; or
(c) change increase the definition of Majority Lenders without Advance Rates above the prior written consent of all Advance Rates effective on the LendersClosing Date; or
(d) waiveExcept for sales of assets permitted by Section 7.1(b), modify release any Collateral or amend any Subsidiary Collateral during any calendar year having an aggregate value in excess of five hundred thousand dollars ($500,000) or release any Guaranty; or consisting of capital stock or other ownership interests of MSI, MSUK, Sensors or any Subsidiary of MSI or substantially all of the provisions assets of Article V or this Article XI MSI, MSUK, Sensors or any other provision security for any of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the LendersMSI's or MSUK's Obligations; or
(e) waiveAmend Sections 2.15, 13.6, 13.13 or this Section 15.1(e), alter any provision regarding the pro rata treatment of the Lenders, change the definition of Required Lenders, or change any requirement providing for the Lenders or the Required Lenders to authorize the taking of any action hereunder; provided, further, that no agreement, waiver or consent which would modify the interests, rights or amend obligations of the provisions Agent in its capacity as Agent or the issuance of Article XII Letters of Credit shall be effective without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesAgent.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Measurement Specialties Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Credit Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Individual Commitment of any Lender hereunder, other than as permitted by Section 4.01, (or reinstate any obligation to make Loans terminated pursuant to Article 12) without the prior written consent of all the Lenders; orsuch Lender whose Individual Commitment is being extended or increased (it being understood and agreed that a waiver of any Potential Default, Event of Default, mandatory prepayment or a mandatory reduction in Individual Commitment is not considered an extension or increase in Individual Commitment of any Lender);
(b) extend postpone any date fixed by this Credit Agreement or any other Loan Document for any payment (excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitment hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Individual Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Interest Rate” or to waive any obligation of the Borrower to pay interest at the Default Interest Rate or fee, (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 13.13, Section 4.3 or otherwise affect Section 12.4, in each case, in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate payments required thereby or the Commitment Fees or LC Participation Fees, which may be effected with order thereof without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each Lender directly affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lendersthereby; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of change any provision of this Agreement nor Section 14.30 or the definition of “Required Lenders” without the written consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.of each Lender directly affected thereby;
Appears in 1 contract
Samples: Credit Agreement (CHS Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 11.1.1 INCREASE OF COMMITMENT; EXTENSION OR EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without Bank hereunder or the prior written consent aggregate Commitments of all the LendersBanks or extend the Expiration Date;
11.1.2 EXTENSION OF PAYMENT; or
(b) REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory repayment hereunder except for mandatory reductions of the Commitments on the Expiration Date or mandatory prepayments required under Section 5.5.2), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower or the other applicable Loan Party may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower or such Loan Party hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of the Borrower or such Loan Party hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks; provided that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase Reduce the amount or extend the term of the Commitment of Fee or any Lender other fees payable to any Bank hereunder, other than as permitted by Section 4.01or amend Sections 5.02 [Pro Rata Treatment of Banks], without the prior written consent 10.06 [Exculpatory Provisions] and 10.13 [Equalization of all the Lenders; orBanks] hereof;
(b) Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLoan, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or any LC DisbursementLoan, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; orLoan;
(c) Except for sales of assets permitted by Section 8.02(g), release any Collateral or other security, if any, for the Borrower's obligations hereunder;
(d) Release or terminate any Guaranty Agreement of any Loan party;
(e) Amend Sections 2.01(c), 4.01(a), 8.02(r), or 11.01, change the definitions or the method of computing the ratios contained within such foregoing sections, change the definition of Majority Lenders without Required Banks, or change any requirement providing for the prior written consent Banks or the Required Banks to authorize the taking of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lendersaction hereunder; or
(f) amend, modify Extend the Expiration Date or otherwise affect increase the rights or duties amount of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise Revolving Credit Commitment of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy Bank hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Loan Parties; provided that provided, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment:
(ai) increase the amount or extend the term of the Revolving Credit Commitment of any Lender hereunderBank hereunder (other than any increase in the amount of the Revolving Credit Commitments in accordance with Section 2.12, which increase shall not require the consent of any Bank, other than each Bank increasing its Revolving Credit Commitment and then solely as permitted by Section 4.01, without to the prior written consent of all the Lenders; orincrease in such Bank's individual 364-Day Revolving Credit Commitment),
(bii) extend the Expiration Date,
(iii) whether or not any Revolving Credit Loans are outstanding extend the time for payment of principal of or interest on of any Revolving Credit Loan or (excluding the due date of any LC Disbursement mandatory prepayment of a Revolving Credit Loan or interest thereonany mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility feeother fee payable to any Bank which has a Revolving Credit Commitment, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or or
(iv) reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank which has a Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation FeesFacility Fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for Bank which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.has a Revolving Credit Commitment;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrowers, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase Reduce the amount or extend the term of the Commitment of Fee or any Lender other fees payable to any Bank hereunder, other than as permitted by Section 4.01or amend Sections 5.2 [Pro Rata Treatment of Banks], without the prior written consent 10.6 [Exculpatory Provisions], 10.13 [Equalization of all the Lenders; orBanks] or 11.19 [Limitation of Liability] hereof;
(b) Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feefees, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or the amount of any LC Disbursementfees, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees commitments or LC Participation Fees, or otherwise affect extend the terms of payment of any such fee, without the prior written consent of the affected Lender; orRevolving Credit Expiration Date;
(c) change Except for releases of parcels from the definition Mortgages permitted by Section 8.1(m) [Addition and Release of Majority Lenders without Collateral] and sales of assets permitted by Section 8.2(g) [Disposition of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or assets of any Loan Party, any Guarantor from its obligations under the prior written consent Guaranty Agreement or any other security for any of all the LendersLoan Parties' obligations; or
(d) waiveAmend this Section 11.1, modify change the definition of Required Banks or amend change any requirement providing for the provisions of Article V Banks or this Article XI or any other provision of this Agreement that requires the consent of all of Required Banks to authorize the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise taking of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy action hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, with the written consent of of, the Majority LendersBanks; provided that no such waiver, modification or amendment may be made which will:
(a) Reduce or increase the amount or extend alter the term of the Commitment of any Lender Bank hereunder, other than as permitted by Section 4.014.03, without the prior written consent of all the Lenderssuch Bank; or
(b) extend Extend the stated maturity of or the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest interest, or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation Feesany fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each affected LenderBank; or
(c) change Change the definition of Majority Lenders Banks without the prior written consent of all the LendersBanks; or
(d) waiveWaive, modify or amend the provisions of Article V or this Article XI XI, Section 14.07(a) or any other provision of this Agreement that requires requiring the consent ratable distribution of all of payments among the Lenders Banks without the prior written consent of all the LendersBanks; or
(e) waiveWaive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority LendersBanks; or
(f) amend, modify or otherwise affect Release the rights or duties Guarantee of the Issuing Lender hereunder any Guarantor without the prior written consent of all the Issuing LenderBanks except for the release of such Guarantee of any Restricted Subsidiary (i) that has become an Unrestricted Subsidiary in accordance with Section 8.11 or (ii) all of the Capital Stock of which has been sold in accordance with Section 9.02. No failure or delay on the part of the Administrative Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or consent to any departure by the Company or any Guarantor therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Guarantor in any case shall entitle the Company or such Guarantor to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document (other than a Hedge Agreement) or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations (other than with respect to Obligations arising out of a Hedge Agreement) of the Loan Parties hereunder or thereunder. Any such agreement, waiver, or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; provided, that, without the written consent of all the Majority Lenders; provided that Banks, no such agreement, waiver, modification or amendment consent may be made which will:
(a) increase : -82- 95 Increase of Commitment; Extension of Expiration Date. Increase the amount of the Revolving Credit Commitment or Convertible Revolving Credit Commitment, or Swingline Commitment of any Bank hereunder or extend the term Revolving Credit Expiration Date except pursuant to the terms of Section 2.10.2 or the Commitment Convertible Revolving Credit Expiration Date, except pursuant to the terms of Section 3.4 hereof; Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Lender hereunderLoans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereonLoan, or the time for payment Reimbursement Obligation, Letter of Credit Borrowings, any revolving line of credit or facility fee, or waive an Event of Default with respect fee payable to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect in a manner adverse to any Bank, the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision fee payable to any Bank; Release of this Guarantor or Security. Release any Guarantor from its Obligations under the Guaranty Agreement that requires the consent of all or any other material security for any of the Lenders without the prior written consent of all the LendersLoan Parties' Obligations; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided PROVIDED, that no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) 10.1.1 INCREASE OF REVOLVING CREDIT COMMITMENTS; EXTENSION OF EXPIRATION DATE; MODIFICATION OF TERMS OF PAYMENT. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment, increase the amount or extend the term of the Revolving Credit Commitment of any Lender Bank hereunder, other than as permitted by Section 4.01extend the Expiration Date, without the prior written consent of all the Lenders; or
(b) whether or not any Revolving Credit Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan Loan, the Facility Fee or of any LC Disbursement or interest thereonother fee payable to any Bank which has a Revolving Credit Commitment, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan Loan, reduce the rate of the Facility Fee or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than fee payable to increase the interest rate or the Commitment Fees or LC Participation Fees, any Bank which may be effected with has a Revolving Credit Commitment;
10.1.2 INCREASE OF TERM LOAN COMMITMENTS; EXTENSION OF TERM LOAN EXPIRATION DATE; MODIFICATION OF TERMS OF PAYMENT. Without the written consent of the Majority Lenders) on any Revolving Credit Required Banks and all Banks which have a Term Loan or any LC DisbursementCommitment, or reduce increase the amount of the Term Loan Commitment Fees of any Bank hereunder, extend the Term Loan Expiration Date, whether or LC Participation Feesnot any Term Loans are outstanding, extend the time for payment of principal or interest of any Term Loan, or otherwise affect any fee payable to any Bank which has a Term Loan Commitment, reduce the terms principal amount of payment or the rate of interest borne by any such feeTerm Loan, without reduce the prior written consent rate of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Facility Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for Bank which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.has a Term Loan Commitment;
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Requisite Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Term Loan Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make the Term Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Term Loan Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or 4.3 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Term Loan Commitments is not considered an extension or increase in Term Loan Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Term Loan Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Term Loan Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of the Term Loans (or any definition relating thereto) shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or interest;
(c) reduce the principal amount of of, or the rate of interest on specified herein on, any Revolving Credit Term Loan or any LC Disbursement, fees or otherwise affect the terms of payment of the principal of other amounts payable hereunder or interest (under any other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the Majority Lendersconsent of the Requisite Lenders shall be necessary (A) on to amend the definition of “Default Rate” or to waive any Revolving Credit Loan obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any LC Disbursement, or defined term used therein) even if the effect of such amendment would be to reduce the amount rate of interest on the Commitment Fees Term Loans or LC Participation Fees, or otherwise affect to reduce any fee payable hereunder;
(d) change Section 2.11 in a manner that would alter the terms pro rata sharing of payment of any such fee, payments required thereby without the prior written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Requisite Lenders” or otherwise change the percentage of the Lenders which shall be required for the Lenders to take any action hereunder without the written consent of each Lender directly affected thereby;
(f) release the Borrower without the consent of each Lender; or
(cg) change except as otherwise provided in Section 10.13, release all or substantially all of the definition of Majority Lenders Collateral without the prior written consent of all each Lender whose Obligations are secured by such Collateral. provided that (i) no agreement, waiver or consent that would modify the Lenders; or
(d) waiveinterests, modify rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent may be made without the prior written consent of all such Administrative Agent, and (ii) only the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority LendersBorrower shall be required for any amendment to the Fee Letter; or
(fand provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) amendthrough 11.1(f) above, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender. No failure or delay on ”), then the part of Borrower shall have the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of right to replace any such powerNon-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or remedy or disapprove any abandonment or discontinuance of steps to enforce such a poweramendment, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Term Loan Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender or amounts due to it permanently reduced without the consent of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders (other than solely as a result of differing amounts of the Term Loans held by such Defaulting Lender vis-à-vis the other Lenders) shall be effective only in require the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesconsent of such Defaulting Lender.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Majority of this Agreement Banks, the Agent, acting on behalf of all the Banks, and the Borrower on behalf of the Loan Parties may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks; provided, that:
(a) Without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(ai) increase Reduce the amount or extend the term of the Commitment of Fee or any Lender other fees payable to any Bank hereunder, other than as permitted by Section 4.01or amend Sections 4.02 [Pro Rata Treatment of Banks], without the prior written consent 10.06 [Exculpatory Provisions] and 10.13 [Equalization of all the Lenders; orBanks] hereof;
(bii) Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLoan, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or any LC DisbursementLoan, or otherwise affect the terms of payment of the principal of or interest of any Loan except that approval of a rating agency as a Qualified Rating Agency shall require only the Required Majority of Banks and not all of the Banks;
(iii) Modify any provision regarding the Cash Collateralization of Letters of Credit or Escrow Agreements, or except for sales of assets permitted by Section 8.02(g), release any collateral or other than to increase security, if any, for any of the interest rate Loan Parties' obligations hereunder; or
(iv) Amend this Section 11.01, change the definition of Required Majority of Banks, or change any requirement providing for the Banks or the Commitment Fees or LC Participation Fees, which may be effected with Required Majority of Banks to authorize the taking of any action hereunder; and
(b) Without the written consent of the Majority Lenders) on any Revolving Credit Loan Bank, no such agreement, waiver or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any consent may be made which will increase such fee, without the prior written consent of the affected Lender; orBank's Commitment.
(c) change Amendments, changes, waivers or consents shall be made upon the definition request of a Simple Majority Lenders without of the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of Banks if this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesexpressly so provides.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required11.1 Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) : extend or increase the amount or extend the term of the Commitment of any Lender hereunder(or reinstate any obligation to(a) make Loans terminated pursuant to Section 9.2) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); postpone any date fixed by this Agreement or any other Loan Document for any(b) payment (including mandatory prepayment of a Revolving Overadvance or a Term Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than as permitted by Section 4.01a mandatory prepayment of a Revolving Overadvance or a Term Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal or interest; reduce the principal of, or the rate of interest specified herein on, any Loan or(c) Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of all each Lender directly affected thereby; provided, however, that only the Lenders; or
consent of the Required Lenders shall be necessary (bi) extend to amend the time for payment definition of principal “Default Rate” or to waive any obligation of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, fee payable hereunder; change Section 2.14 or otherwise affect Section 9.2(d) in a manner that would alter the terms pro rata(d) sharing of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with payments required thereby without the written consent of each Lender directly affected thereby; 125 change any provision of this Section 11.1 or the Majority Lendersdefinition of “Required Lenders”(e) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of each Lender directly affected thereby; except in connection with a transaction permitted under Section 7.7 or 7.8, release(f) all or substantially all of the affected Lender; or
(c) change the definition of Majority Lenders Collateral without the prior written consent of each Lender whose Obligations are secured by such Collateral; or release the Borrower without the consent of each Lender, or, except in connection(g) with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the Lenders; or
(d) waive, modify or amend value of the provisions of Guaranty provided pursuant to Article V or this Article XI or any other provision XII of this Agreement that requires the consent of all of the Lenders without the prior written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); or
(eprovided, that, no agreement, waiver or consent that would modify the interests, rights or(i) waiveobligations of the Administrative Agent, modify the Swing Line Lender or amend the provisions of Article XII an Issuing Lender may be made without the prior written consent of such Administrative Agent, the Swing Line Lender or such Issuing Lender, as applicable, only the consent of the Administrative Agent and any other Lender party(ii) thereto shall be required for any amendment to the Majority Lenders; or
(fFee Letter, the Schedules to this Agreement and the Annexes to the Security(iii) amendAgreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x), [reserved],(iv) [reserved],(v) [reserved],(vi) any agreement, waiver or consent that by its terms would modify or otherwise affect the the(vii) interests, rights or duties obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the Issuing Lender affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder without at such time, this Agreement may be amended as contemplated by Section 2.1(g) in(viii) connection with the prior written addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Issuing Lender. No failure or delay on Borrower, the part Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate and other than as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies expressly provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or Agreement, no waiver of any(ix) condition precedent set forth in Section 4.2 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any provision proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of this Agreement nor the Required Lenders is obtained but the consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.of 126
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Loan Parties; provided that PROVIDED, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) 11.1.1. INCREASE OF COMMITMENT; EXTENSION OF EXPIRATION DATE. Without the written consent of the Required Banks and the Bank effected thereby increase the amount or extend the term of the Revolving Credit Commitment of any Lender hereunder, other than as permitted by Section 4.01, such Bank hereunder or without the prior written consent of all Banks extend the LendersExpiration Date;
11.1.2. EXTENSION OF PAYMENT; or
(b) REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Without the written consent of all Banks, whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waivefee payable to any Bank, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Samples: Credit Agreement (Covance Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Credit Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Individual 5-Year Commitment of any Lender hereunder, other than as permitted by Section 4.01, (or reinstate any obligation to make Loans terminated pursuant to Article 14) without the prior written consent of all the Lenders; orsuch Lender whose Individual 5-Year Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 10.2 or of any Potential Default, Event of Default, mandatory prepayment or a mandatory reduction in Individual 5-Year Commitment is not considered an extension or increase in Individual 5-Year Commitment of any Lender);
(b) extend postpone any date fixed by this Credit Agreement or any other Loan Document for any payment (excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the 5-Year Commitment hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Individual 5-Year Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the 5-Year Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Interest Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Interest Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 15.13, Section 6.3 or otherwise affect Section 14.4, in each case, in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate payments required thereby or the Commitment Fees or LC Participation Fees, which may be effected with order thereof without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each Lender directly affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lendersthereby; or
(e) waive, modify change any provision of this Section 16.31 or amend the provisions definition of Article XII “Required Lenders” without the prior written consent of each Lender directly affected thereby; provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swingline Lender or the Issuing Lender may be made without the written consent of such Administrative Agent, the Swingline Lender or the Issuing Lender, as applicable, (ii) only the consent of the parties thereto shall be required for any amendment to a Fee Letter, (iii) the Schedules to this Credit Agreement may be modified as provided in and subject to the terms described herein, (iv) in order to implement an ESG Amendment in accordance with Section 2.12.1, this Credit Agreement may be amended (or amended and restated) for such purpose (but solely to the extent necessary to implement an ESG Amendment in accordance with Section 2.12.1) by the Borrower, the Administrative Agent, the Sustainability Coordinators and the Required Lenders, (v) the Administrative Agent and the Majority Lenders; or
(f) amendBorrower may, modify without the consent of any Lender, enter into amendments or modifications to this Credit Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement Conforming Changes or otherwise affect effectuate the rights terms of Section 5.2.3(b) in accordance with the terms of Section 5.2.3(b); and provided, further that, if in connection with any proposed waiver, amendment or duties of modification referred to in Sections 16.31(a) through 16.31(e) above, the Issuing Lender hereunder without the prior written consent of the Issuing Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 15.32. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Individual 5-Year Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. No failure Notwithstanding anything to the contrary herein, this Credit Agreement may be amended and restated or delay on amended without the part consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement or amendment, such Lender shall no longer be a party to this Credit Agreement (as so amended and restated or amended), the Individual 5-Year Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Credit Agreement. Notwithstanding anything to the contrary contained herein, if following the Closing Date, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Credit Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Credit Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Samples: Credit Agreement (CHS Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Revolver Overadvances and Excess Cash Flow but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of a Revolver Overadvances and Excess Cash Flow, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Rate in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.14 or Section 9.2(d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or Section 7.8, release all or otherwise affect substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7or Section 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or the Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or the Issuing Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms of payment described in Section 6.10 and Section 6.13 and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Section 11.1(a) through Section 11.1 (g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing such Defaulting Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Otelco Inc.)
Modifications, Amendments or Waivers. Any Provided that there exists no Event of Default or Potential Default and subject to the satisfaction of all other conditions hereof pertaining to the making of additional Loans, the Agent may consent (which shall not be unreasonably withheld) from time to time to one or more written requests of Borrower to increase (by principal increments not less than $5,000,000) the principal amount of the provisions Convertible Revolving Credit Commitments up to a total aggregate amount not to exceed $50,000,000 by the addition of additional financial institutions as Banks hereunder (and in no event by an increase of any Bank's Convertible Revolving Credit Commitment without such Bank's written agreement thereto) whereupon each such increase shall be effective upon (i) each such financial institution joining this Agreement as a Bank hereunder by executing an assumption and joinder agreement substantially similar to an Assignment and Assumption Agreement, (ii) Borrower providing appropriate promissory notes to each such additional financial institution and such other documents as Agent or such financial institutions may reasonably request, and (iii) Agent issuing a new Schedule 1.1(B) showing the Commitments of all Banks, --------------- including such additional financial institutions; and, each Loan Party and each Bank hereby consents to each such increase at any time or times. With the written consent of the Required Banks, the Agent, acting on behalf of all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver, or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; provided, that, without the written consent of all the Majority Lenders; provided that Banks, no -------- such agreement, waiver, modification or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Convertible Revolving Credit Facility (Ptek Holdings Inc)
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, with the written consent of of, the Majority LendersBanks; provided that no such waiver, modification or amendment may be made which will:
(a) Reduce or increase the amount or extend alter the term of the Commitment of any Lender Bank hereunder, other than as permitted by Section 4.014.05, without the prior written consent of all the Lenderssuch Bank; or
(b) extend Extend the stated maturity of or the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest interest, or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation Feesany fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each affected LenderBank; or
(c) change Change the definition of Majority Lenders Banks without the prior written consent of all the LendersBanks; or
(d) waiveWaive, modify or amend the provisions of Article V or this Article XI XI, Section 13.07(a) or any other provision of this Agreement that requires requiring the consent ratable distribution of all of payments among the Lenders Banks without the prior written consent of all the Lenders; orBanks;
(e) waiveWaive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amendBanks, or waive, modify or otherwise affect amend any provisions of this Agreement affecting the rights or duties obligations of the Issuing Lender hereunder Banks or Swingline Lenders without the prior written consent of each Issuing Bank or Swingline Lender, as the Issuing Lendercase may be. No failure or delay on the part of the Administrative Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Modifications, Amendments or Waivers. Any With the written consent ------------------------------------ of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement the Banks, and the Borrower or the other applicable Loan Party may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower or such Loan Party hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the obligations of the Borrower or such Loan Party hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent shall be effective to bind all the Loan Parties and all of the Majority LendersBanks; provided that that, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all Banks, reduce the Lenders; oramount of the Commitment Fee or any other fees payable to any Bank hereunder, or amend Sections 5.02 [Pro Rata Treatment of Banks], 10.06 [Exculpatory Provisions] or 10.13 [Equalization of Banks] hereof;
(b) without the written consent of all Banks, whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeLoan, or reduce the principal amount of or the rate of interest borne by any Loan;
(c) without the written consent of all Banks, release any Collateral or other security, if any, for the Borrower's obligations hereunder (provided that, upon the request by the Borrower and so long as no Potential Default or Event of Default exists or is continuing as certified by the Borrower to the Agents and the Banks, with respect to any disposition or sale of assets which is permitted by Section 8.02(f) or (g), the Administrative Agent is hereby authorized to release liens on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal assets so disposed of or interest sold and to release the Guaranty of any Subsidiary sold or disposed of without the consent of any Bank);
(other than to increase d) without the interest rate written consent of all Banks, release or the Commitment Fees or LC Participation Fees, which may be effected with terminate any Guaranty Agreement of any Loan Party;
(e) without the written consent of the Majority LendersSupermajority Required Banks and each Bank whose Combined Commitment equals $25,000,000 or more, amend Sections 4.01(a) on any Revolving Credit Loan or any LC Disbursement8.02(r), or reduce change the amount definitions or the method of computing the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any ratios contained within such fee, foregoing sections;
(f) without the prior written consent of all Banks, amend Section 11.01 or change the affected Lenderdefinition of Supermajority Required Banks or the definition of Required Banks, or change any requirement providing for the Banks, the Supermajority Required Banks or the Required Banks to authorize the taking of any action hereunder; or
(cg) change the definition of Majority Lenders without the prior written consent of all Banks, extend the Lenders; or
(d) waive, modify Expiration Date or amend increase the provisions amount of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise Commitment of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy Bank hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Term Loan Facility (Mariner Post Acute Network Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Borrower hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Borrower; provided that provided, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment:
(ai) increase the amount or extend the term of the Revolving Credit Commitment of any Lender Bank hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or,
(bii) extend the Expiration Date,
(iii) whether or not any Revolving Credit Loans are outstanding extend the time for payment of principal of or interest on of any Revolving Credit Loan or (excluding the due date of any LC Disbursement mandatory prepayment of a Revolving Credit Loan or interest thereonany mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility feeother fee payable to any Bank which has a Revolving Credit Commitment, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or or
(iv) reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank which has a Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation FeesFacility Fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for Bank which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.has a Revolving Credit Commitment;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 11.1.1 INCREASE OF COMMITMENT; EXTENSION OR EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunderBank hereunder or extend the Expiration Date;
11.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement all the Banks, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Borrower hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Borrower; provided that, without the written consent of Banks whose Commitments aggregate at least 67% of the Majority LendersCommitments of all of the Banks if there are no Loans outstanding, or Banks whose Loans outstanding aggregate at least 67% of the total principal amount of the Loans outstanding hereunder if there are Loans outstanding, no Subsidiary that has become a signatory to the Guaranty and Suretyship Agreement (as described in Section 6.1.3) shall be released from any obligations under that agreement; and provided that further, that, without the written consent of all the Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 10.1.1 Increase of Commitment; Extension or Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term Expiration Date;
10.1.2 Extension of the Commitment Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Lender hereunderLoans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement Loan, the Commitment Fee or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect other fee payable to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any Subject to the terms of Article XII above, the Lenders and such of the provisions of this Agreement Borrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time be modified enter into written agreements amending or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of changing any provision of this Agreement nor or any other Loan Document or the rights of a Lender or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto hereunder or thereunder, any such agreement, waiver or consent made with such written consent being effective to bind all Lenders; provided, however, that if Agent notifies the Borrowers that a Subsidiary of a Borrower is to be designated as a Borrowing Subsidiary, then the Borrowers agree to execute and shall cause such Subsidiary to execute an amendment to this Agreement to reflect such designation and make such Subsidiary a party to this Agreement, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were a Borrowing Subsidiary and party to this Agreement as of the date hereof. In addition, the Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any agreement, waiver or consent referred to in this Section must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any departure by the Company therefrom shall in provision hereof, any event be effective unless the same Event of Default or Default so waived or consented to shall be in writingdeemed to be cured and not continuing, and then but no such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company extend to any other or further notice subsequent Event of Default or demand in similar Default or other circumstancesimpair any right consequent thereto.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Sundance Homes Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of a Revolving Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of a Revolving Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, fee payable hereunder;
(d) change Section 2.14 or otherwise affect Section 9.2(d) in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the Majority definition of “Required Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, ” without the prior written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the affected LenderCollateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(cg) change release the definition of Majority Lenders Borrower without the prior consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); orprovided that,
(di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the prior written consent of all such Administrative Agent, the Lenders; orSwing Line Lender or such Issuing Lender, as applicable,
(eii) waive, modify or amend only the provisions of Article XII without the prior written consent of the Administrative Agent and any other Lender party thereto shall be required for any amendment to the Majority Lenders; orFee Letter,
(fiii) amendthe Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x),
(iv) [reserved],
(v) [reserved],
(vi) [reserved],
(vii) any agreement, waiver or consent that by its terms would modify or otherwise affect the interests, rights or duties obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the Issuing Lender affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder without at such time,
(viii) this Agreement may be amended as contemplated by Section 2.1(g) in connection with the prior written addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Issuing Lender. No failure or delay on Borrower, the part Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and
(ix) other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.2 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 10.1.1. INCREASE OF COMMITMENT; EXTENSION OF EXPIRATION DATE. Increase the amount or extend the term of the Commitment of any Lender hereunderBank hereunder or extend the Expiration Date;
10.1.2. EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Loans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Commitment Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or of any Loan, the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Administrative Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties; PROVIDED, that, without the written consent of all the Majority Lenders; provided that Banks, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase 10.1.1 INCREASE OF REVOLVING CREDIT COMMITMENT; EXTENSION OF EXPIRATION DATE. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term of the Commitment of Expiration Date;
10.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR FEES; MODIFICATION OF TERMS OF PAYMENT. Whether or not any Lender hereunderLoans are outstanding, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement Loan, the Facility Fee or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect other fee payable to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such feeLoan, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Facility Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Bank;
Appears in 1 contract
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification amendment or waiver of any provision of this Agreement nor any Loan Document, and no consent with respect to any departure by the Company therefrom any Loan Party therefrom, shall in any event be effective unless the same shall be in writingwriting and signed by Agent, the Required Lenders (or by Agent with the consent of Required Lenders) and then Borrower; provided that no such amendment, waiver or consent shall, unless in writing and signed by all Lenders directly affected thereby (or by Agent with the consent of all Lenders directly affected thereby), in addition to Agent, Required Lenders (or by Agent with the consent of Required Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Loan commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender under the Loan Documents, (iv) release or subordinate the Lien on all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Collateral (which shall be deemed to affect all Lenders), (v) release a Loan Party from, or consent to a Loan Party's assignment or delegation of, such Loan Party's obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 10.16 or any other provision providing for the pro rata sharing of payments or Section 11.01(a), or (vii) amend or modify the definition of “Required Lenders” or any provision providing for the consent or other action by all Lenders. 63 KE 52826770.15
(b) Notwithstanding any provision in this Section 11.01 to the contrary, (i) no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent under any Loan Document shall be effective only unless signed by Borrower, Agent and the Required Lenders, (ii) Agent may amend Schedule 2 to reflect assignments permitted hereunder, and (iii) Agent (acting at the direction of the Required Lenders) and Borrower may amend or modify any Loan Document to (A) grant a new Lien, extend an existing Lien over additional property or assets or join additional Persons as Loan Parties, in the specific instance and each case for the purpose for which given. No notice to benefit of the Agent and the Lenders and (B) correct any obvious mistake, error or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesomission.
Appears in 1 contract
Samples: Loan and Security Agreement (Sterling Construction Co Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of a Revolving Overadvance or a Term Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of a Revolving Overadvance or a Term Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, fee payable hereunder;
(d) change Section 2.14 or otherwise affect Section 9.2(d) in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the Majority definition of “Required Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, ” without the prior written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the affected LenderCollateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(cg) change release the definition of Majority Lenders Borrower without the prior consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); orprovided, that,
(di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the prior written consent of all such Administrative Agent, the Lenders; orSwing Line Lender or such Issuing Lender, as applicable,
(eii) waive, modify or amend only the provisions of Article XII without the prior written consent of the Administrative Agent and any other Lender party thereto shall be required for any amendment to the Majority Lenders; orFee LetterLetters,
(fiii) amendthe Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x),
(iv) [reserved],
(v) [reserved],
(vi) [reserved],
(vii) any agreement, waiver or consent that by its terms would modify or otherwise affect the interests, rights or duties obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the Issuing Lender affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder without at such time,
(viii) this Agreement may be amended as contemplated by Section 2.1(g) in connection with the prior written addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Issuing Lender. No failure or delay on Borrower, the part Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and
(ix) other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.2 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenxxxx, xhe Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of itself and the other Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Article IV or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.16 or Section 9.2(d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or otherwise affect substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); or
(h) subordinate the payment priority of the Obligations or the Liens on all or substantially all of the Collateral, in each case, without the written consent of each Lender; provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or the Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or the Issuing Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms of payment described in Section 6.10; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of such Lender and (y) any waiver, amendment or modification requiring the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders; or
consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, (dx) waiveif following the Closing Date, modify or amend the provisions of Article V or this Article XI Administrative Agent and the Borrower shall have jointly identified an obvious error or any other error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement that requires or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of all any other party to this Agreement or any other Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof and (y) no Lender consent shall be required to effect an Incremental Amendment except as provided in Section 2.5 and the Lenders without Borrower and the prior written consent of all Administrative Agent may effect such other amendments to this Agreement and the Lenders; or
(e) waiveother Loan Documents as may be necessary or appropriate, modify or amend in the provisions of Article XII without the prior written consent reasonable opinion of the Administrative Agent and the Majority Lenders; or
(f) amendBorrower, modify to effect the provisions of any such Incremental Amendment. It is understood that posting such amendment electronically on SyndTrak or otherwise affect the rights or duties another relevant website with notice of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of such posting by the Administrative Agent or any Lender in exercising any right, power or remedy hereunder to the Required Lenders shall operate as a waiver thereof, nor shall any single or partial exercise be deemed adequate receipt of notice of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or fee, (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder; Table of Contents
(d) change Section 2.13 or Section 9.2(c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of such Administrative Agent, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.10 and 6.13 may be amended, modified, or otherwise affect terminate or any provision thereof waived in accordance with the terms of payment set forth therein; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1 (g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all such Defaulting Lender. Notwithstanding anything to the Lenders; or
(e) waivecontrary contained herein, modify or amend if following the provisions of Article XII without the prior written consent of Closing Date, if the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of a Revolving Overadvance or a Term Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of a Revolving Overadvance or a Term Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, fee payable hereunder;
(d) change Section 2.14 or otherwise affect Section 9.2(d) in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the Majority definition of “Required Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, ” without the prior written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the affected LenderCollateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(cg) change release the definition of Majority Lenders Borrower without the prior consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); orprovided, that,
(di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the prior written consent of all such Administrative Agent, the Lenders; orSwing Line Lender or such Issuing Lender, as applicable,
(eii) waive, modify or amend only the provisions of Article XII without the prior written consent of the Administrative Agent and any other Lender party thereto shall be required for any amendment to the Majority Lenders; orFee Letter,
(fiii) amendthe Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x),
(iv) [reserved],
(v) [reserved],
(vi) [reserved],
(vii) any agreement, waiver or consent that by its terms would modify or otherwise affect the interests, rights or duties obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the Issuing Lender affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder without at such time,
(viii) this Agreement may be amended as contemplated by Section 2.1(g) in connection with the prior written addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Issuing Lender. No failure or delay on Borrower, the part Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and
(ix) other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.2 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.145 or Section 9.2(c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone);
providedthat (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or the Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or the Issuing Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.10and 6.13may be amended, modified, or otherwise affect terminate or any provision thereof waived in accordance with the terms of payment set forth therein; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a)through 11.1(g)above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all such Defaulting Lender. Notwithstanding anything to the Lenders; or
(e) waivecontrary contained herein, modify or amend if following the provisions of Article XII without the prior written consent of Closing Date, if the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Credit Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Borrower; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Individual Commitment of any Lender hereunder, other than as permitted by Section 4.01, (or reinstate any obligation to make Loans terminated pursuant to Article 12) without the prior written consent of all the Lenders; orsuch Lender whose Individual Commitment is being extended or increased (it being understood and agreed that a waiver of any Potential Default, Event of Default, mandatory prepayment or a mandatory reduction in Individual Commitment is not considered an extension or increase in Individual Commitment of any Lender);
(b) extend postpone any date fixed by this Credit Agreement or any other Loan Document for any payment (excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitment hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Individual Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Interest Rate” or to waive any obligation of the Borrower to pay interest at the Default Interest Rate or fee, (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 13.13, Section 4.3 or otherwise affect Section 12.4, in each case, in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate payments required thereby or the Commitment Fees or LC Participation Fees, which may be effected with order thereof without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each Lender directly affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lendersthereby; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of change any provision of this Agreement nor Section 14.30 or the definition of “Required Lenders” without the written consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.of each Lender directly affected thereby;
Appears in 1 contract
Samples: Credit Agreement (CHS Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding mandatory prepayments) of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of the Term Loan shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or interest;
(c) reduce the principal amount of of, or the rate of interest on any Revolving Credit specified herein on, the Term Loan or any LC Disbursementfees or other amounts payable hereunder or under any other Loan Document, or otherwise affect without the terms written consent of payment each Lender directly affected thereby; provided, however, that only the consent of the principal Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (other than B) to increase amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest rate on the Term Loan or to reduce any fee payable hereunder;
(d) change Section 2.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the Commitment Fees definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.2, 7.6 or LC Participation Fees7.7, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of the Administrative Agent, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter and (iii) notwithstanding anything to the contrary herein, the Administrative Agent and the Borrower may make amendments contemplated by Section 3.4(c); and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(f) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing such Defaulting Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Company on behalf of the Borrowers may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrowers hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Borrowers hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Borrowers; provided, that, without the written consent of the Majority Lenders; provided that each Lender, no such waiveragreement, modification waiver or amendment consent may be made which will:
(a) increase the amount or extend the term of the Commitment of any such Lender hereunder, other than as permitted by Section 4.01, without hereunder or extend the prior written consent of all the Lenders; orExpiration Date with respect to such Lender;
(b) increase the aggregate amount of the Commitments of the Lenders to an amount greater than $500,000,000;
(c) release any Guarantor the assets of which represent 5% or more of the consolidated total assets of the Company and its Subsidiaries;
(d) whether or not any Loans are outstanding, extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement Loan made or interest thereonto be made by such Lender, the Facility Fee or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect other fee payable to payment of any LC Disbursement, principal, interest or feesuch Lender, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit 109 Loan made or to be made by such Lender or reduce the Facility Fee or any LC Disbursementother fee payable to such Lender, or otherwise affect the terms of payment of the principal of or interest (other than of any Loan made or to increase the interest rate be made by such Lender, or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Facility Fee or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lendersfee payable to such Lender; or
(e) waiveamend Sections 5.02, modify 11.05 or 11.12, this Section 12.01 or Section 12.11, alter any provision regarding the pro rata treatment of the Lenders, change the definition of Required Lenders, or change any requirement providing for the Lenders or the Required Lenders to authorize the taking of any action hereunder.
(1) no amendment, waiver, or consent shall, unless in writing and signed by the Designating Lender on behalf of each Designated Lender affected thereby, (a) subject such Designated Lender to any additional obligations, (b) reduce the principal of, interest on, or other amounts due with respect to, the Bid Loan Note made payable to such Designated Lender, (c) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Bid Loan Note made payable to such Designated Lender, or (d) amend the provisions definition of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect Required Banks hereunder in a manner which adversely affects the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing such Designated Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or Section 4.3 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, fee payable hereunder;
(d) change Section 2.14 or otherwise affect Section 9.2(d) in a manner that would alter the terms pro rata sharing of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the Majority definition of "Required Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, " without the prior written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the affected LenderCollateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(cg) change release the definition of Majority Lenders Borrower without the prior consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); orprovided that,
(di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the prior written consent of all such Administrative Agent, the Lenders; orSwing Line Lender or such Issuing Lender, as applicable,
(eii) waive, modify or amend only the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; orany other Lender party thereto shall be required for any amendment to any Fee Letter,
(fiii) amendthe Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x),
(iv) Section 6.16 may be amended, modified, or terminated or any provision thereof waived in accordance with the terms set forth therein,
(v) Schedules 2.1(e) and 6.16 shall be prepared and provided by the Administrative Agent on the Closing Date to the parties hereto,
(vi) Schedule 2.1(f) shall be provided by the Administrative Agent on the Delayed Draw Expiration Date to the parties hereto,
(vii) any agreement, waiver or consent that by its terms would modify or otherwise affect the interests, rights or duties obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the Issuing Lender affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder without at such time,
(viii) this Agreement may be amended as contemplated by Section 2.1(g) in connection with the prior written addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Issuing Lender. No failure or delay on Borrower, the part Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and
(ix) other than as expressly provided in this Agreement, no waiver of any condition precedent set forth in Section 4.3 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a "Non-Consenting Lender"), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, if, following the Execution Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. Notwithstanding anything to the contrary contained herein, if, following the Execution Date, the Administrative Agent and the Borrower agree to modify this Agreement in writingaccordance with the Flex Letter, the Administrative Agent and then the Borrower shall be permitted to amend one or more of the terms of this Agreement to the benefit of the Lenders (as determined by the Administrative Agent) and such waiver amendment shall become effective without any further action or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to of any other party to this Agreement or further notice or demand in similar or any other circumstancesLoan Document.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrowers may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrowers hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Borrowers; provided that, without the written consent of all the Majority Lenders; provided that Banks, no such agreement, waiver, modification or amendment consent may be made which will:
(a) increase Increase of Commitment; Extension of Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the term of Expiration Date or the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; orTerm Loan Maturity Date;
(b) Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal of or interest on of any Revolving Credit Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Facility Fee, the Term Loan Fee or any LC Disbursement or interest thereon, or the time for payment of other fee payable to any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or feeBank, or reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to increase of any Loan, the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan Facility Fee or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of other fee payable to any such fee, without the prior written consent of the affected Lender; orBank;
(c) change Release of Collateral or Guarantor. Release any Guarantor from its Obligations under the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI Guaranty Agreement or any other provision of this Agreement that requires the consent of all security for any of the Lenders without Obligations except as otherwise may be permitted by the prior written consent terms hereof or of all the Lendersinstrument establishing the Lien; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders (or, in the case of this Agreement (i) amendments or modifications to the definition of “Required Revolving Lenders” or (ii) waivers of any condition precedent to any Revolving Borrowing set forth in Section 4.3, the Required Revolving Lenders), the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.3 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced (it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any revolving line Loan or Letter of credit Credit Borrowing or facility feeany fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Supermajority Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive an Event any obligation of Default with respect the Borrower to payment of any LC Disbursement, principal, pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change Sections 2.13(b), (c) (d) or (e) in any manner, or otherwise affect change Section 2.13(g)(ii) in a manner that would alter the terms prospective application of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Feesprepayments required thereby, which may be effected with in each case without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount Lenders holding Term A-2 Loans representing more than 66.667% of the Commitment Fees aggregate outstanding Term A-2 Loans;
(f) change (i) any provision of this Section 11.1, (ii) the definitions of “Required Lenders”, “Required Revolving Lenders” or LC Participation Fees“Required Supermajority Lenders” or (iii) Section 9.2(d) in a manner that would alter the application of the amounts received on account of the Secured Obligations required thereby, or otherwise affect the terms of payment of any such fee, in each case without the prior written consent of each Lender directly affected thereby;
(g) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the affected LenderCollateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(ch) change release the definition of Majority Lenders Borrower without the prior consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of all each Lender whose Secured Obligations are guaranteed thereby, except to the Lendersextent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); or
provided that (di) waiveno agreement, waiver or consent that would modify the interests, rights or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all obligations of the Lenders Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the prior written consent of all such Administrative Agent, the Lenders; or
Swing Line Lender or an Issuing Lender, as applicable, (eii) waive, modify or amend only the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in required for any amendment to the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.Fee Letter,
Appears in 1 contract
Samples: Credit Agreement (Alaska Communications Systems Group Inc)
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenderssuch Lender; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC DisbursementLoan, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) or amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder Administrative Agent, without the prior written consent of the Issuing LenderAdministrative Agent. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrower hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Borrower hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Borrower; provided that provided, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment:
(ai) increase the amount or extend the term of the Revolving Credit Commitment of any Lender Bank hereunder, (other than any increase in the amount of the Revolving Credit Commitments in accordance with Section 2.11, which increase shall not require the consent of any Bank, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; oreach Bank increasing its Revolving Credit Commitment),
(bii) extend the Expiration Date,
(iii) whether or not any Revolving Credit Loans are outstanding extend the time for payment of principal of or interest on of any Revolving Credit Loan or (excluding the due date of any LC Disbursement mandatory prepayment of a Revolving Credit Loan or interest thereonany mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility feeother fee payable to any Bank which has a Revolving Credit Commitment, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or or
(iv) reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank which has a Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC DisbursementLoan, or reduce the amount of the Commitment Fees or LC Participation FeesFacility Fee, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent fee payable to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for Bank which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.has a Revolving Credit Commitment;
Appears in 1 contract
Samples: Revolving Credit Facility (New Jersey Resources Corp)
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, with the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenderssuch Lender; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit Commitment Fee or facility feeLC Participation Fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII or amend, modify or otherwise affect the rights or duties of the Administrative Agent, without the prior written consent of the Administrative Agent and the Majority LendersAgent; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender Lenders hereunder without the prior written consent of the Issuing LenderLenders. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or any scheduled or mandatory reduction of the time for Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of or whose Commitments are to be reduced;
(c) reduce the principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereonof, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (B) to amend any Financial Covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.13 or any other provision hereof requiring pro rata sharing of payments, collateral proceeds, or otherwise affect funding or reimbursement obligations among Lenders or classes of Lenders, in a manner that would alter the terms pro rata sharing of payment of the principal of payments, collateral proceeds, or interest (other than to increase the interest rate funding or the Commitment Fees or LC Participation Fees, which may be effected with reimbursement obligations required thereby without the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the each Lender directly affected Lender; orthereby;
(ce) change the definition any provision of Majority Lenders without the prior written consent of all the Lenders; or
(d) waivethis Section 11.1, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that sets forth the requisite Lenders required to consent to a modification, amendment or waiver thereof, or the definition of “Required Lenders” without the written consent of each Lender;
(f) except in connection with a transaction permitted under Section 7.6 or 7.7 or as otherwise authorized pursuant to Section 10.12, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.2, 7.6 or 7.7, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender may be made without the written consent of such Administrative Agent or the Issuing Lender, as applicable, and (ii) only the consent of the Administrative Agent shall be required for any amendment to any Fee Letter. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced, the amount of interest due on any of its Loans may not be waived and the principal amount of any of its Loans may not be forgiven, in each case without the prior written consent of such Defaulting Lender and (y) any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender and which adversely affects such Defaulting Lender materially more than all other affected Lenders shall require the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Majority Lenders; or
(f) amendBorrower shall have jointly identified an obvious error or any error or omission of a technical nature, modify or otherwise affect the rights or duties in each case, in any provision of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise consent of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent party to any departure Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders to the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Administrative Agent within ten Business Days following receipt of notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesthereof.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Modifications, Amendments or Waivers. Any of the provisions of this Agreement may from time to time be modified or amended by, or waived with, the written consent of the Majority Lenders; provided that no such waiver, modification or amendment may be made which will:
(a) increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by Section 4.01, without the prior written consent of all the Lenders; or
(b) extend the time for payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereon, or the time for payment of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or reduce the principal amount of or the rate of interest on any Revolving Credit Loan or any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification amendment or waiver of any provision of this Agreement nor any Loan Document, and no consent with respect to any departure by the Company therefrom any Loan Party therefrom, shall in any event be effective unless the same shall be in writingwriting and signed by Agent, the Required Lenders (or by Agent with the consent of Required Lenders) and then Borrower; provided that no such amendment, waiver or consent shall, unless in writing and signed by all Lenders directly affected thereby (or by Agent with the consent of all Lenders directly affected thereby), in addition to Agent, Required Lenders (or by Agent with the consent of Required Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Loan commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender under the Loan Documents, (iv) release or subordinate the Lien on all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Collateral (which shall be deemed to affect all Lenders), (v) release a Loan Party from, or consent to a Loan Party's assignment or delegation of, such Loan Party's obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 10.16 or any other provision providing for the pro rata sharing of payments or Section 11.01(a), or (vii) amend or modify the definition of “Required Lenders” or any provision providing for the consent or other action by all Lenders.
(b) Notwithstanding any provision in this Section 11.01 to the contrary, (i) no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent under any Loan Document shall be effective only unless signed by Borrower, Agent and the Required Lenders, (ii) Agent may amend Schedule 2 to reflect assignments permitted hereunder, and (iii) Agent (acting at the direction of the Required Lenders) and Borrower may amend or modify any Loan Document to (A) grant a new Lien, extend an existing Lien over additional property or assets or join additional Persons as Loan Parties, in the specific instance and each case for the purpose for which given. No notice to benefit of the Agent and the Lenders and (B) correct any obvious mistake, error or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesomission.
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Banks, the Agent, acting on behalf of this Agreement all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersBanks and the Loan Parties; provided that provided, that, no such waiveragreement, modification waiver or amendment consent may be made which will:
11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date. Without the written consent of the Required Banks and all Banks which have a Revolving Credit Commitment:
(ai) increase the amount or extend the term of the Revolving Credit Commitment of any Lender hereunderBank hereunder (other than any increase in the amount of the Revolving Credit Commitments in accordance with Section 2.12, which increase shall not require the consent of any Bank, other than each Bank increasing its Revolving Credit Commitment and then solely as permitted by Section 4.01, without to the prior written consent of all the Lenders; orincrease in such Bank’s individual 364-Day Revolving Credit Commitment),
(bii) extend the Expiration Date,
(iii) whether or not any Revolving Credit Loans are outstanding extend the time for payment of principal of or interest on of any Revolving Credit Loan or (excluding the due date of any LC Disbursement mandatory prepayment of a Revolving Credit Loan or interest thereonany mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Facility Fee, or the time for payment of any revolving line of credit or facility feeother fee payable to any Bank which has a Revolving Credit Commitment, or waive an Event of Default with respect to payment of any LC Disbursement, principal, interest or fee, or or
(iv) reduce the principal amount of or the rate of interest on borne by any Revolving Credit Loan or reduce the Facility Fee or any LC Disbursementother fee payable to any Bank which has a Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest (of any Revolving Credit Loan, the Facility Fee, or any other than fee payable to increase the interest rate or the Commitment Fees or LC Participation Fees, any Bank which may be effected with has a Revolving Credit Commitment;
11.1.2. Increase of 364-Day Revolving Credit Commitments; Extension of 364-Day Loan Expiration Date. Without the written consent of the Majority LendersRequired Banks and all Banks which have a 364-Day Revolving Credit Commitment:
(i) on increase the amount of the 364-Day Revolving Credit Commitment of any Bank hereunder (other than any increase in the amount of the 364-Day Revolving Credit Commitments in accordance with Section 2.12, which increase shall not require the consent of any Bank, other than each Bank increasing its 364-Day Revolving Credit Commitment and then solely as to the increase in such Bank’s individual 364-Day Revolving Credit Commitment),
(ii) extend the 364-Day Loan Expiration Date (other than an extension of the 364-Day Loan Expiration Date in accordance with Section 2.10, which extension, if in accordance with Section 2.10.1 shall require the written consent of all Banks which have a 364-Day Revolving Credit Commitment and which extension, if in accordance with Section 2.10.2 shall require the written consent of the 364-Day Required Banks);
(iii) whether or not any 364-Day Revolving Credit Loans are outstanding extend the time for payment of principal or interest of any 364-Day Revolving Credit Loan (excluding the due date of any mandatory prepayment of a 364-Day Revolving Credit Loan or any LC Disbursementmandatory 364-Day Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the 364-Day Revolving Credit Commitments on the 364-Day Loan Expiration Date), the 364-Day Facility Fee, or any other fee payable to any Bank which has a 364-Day Revolving Credit Commitment,
(iv) reduce the principal amount of or the rate of interest borne by any 364-Day Revolving Credit Loan or reduce the amount of the Commitment Fees 364-Day Facility Fee or LC Participation Feesany other fee payable to any Bank which has a 364-Day Revolving Credit Commitment, or otherwise affect the terms of payment of the principal of or interest of any such fee364-Day Revolving Credit Loan, without the prior written consent of the affected Lender; 364-Day Facility Fee, or any other fee payable to any Bank which has a 364-Day Revolving Credit Commitment, or
(cv) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.364-Day Required Banks;
Appears in 1 contract
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments) of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document, without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest;
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder, principalwithout the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.17 or Section 9.2(d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of "Required Lenders" without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or Section 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or Section 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); or
(h) subordinate the Secured Obligations hereunder to any other Indebtedness or other obligation, or otherwise affect subordinate the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation, without the written consent of each Lender, in each case except to the extent permitted by Section 7.1 and Section 7.2 (in each case as in effect as of the Closing Date); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent, the Swing Line Lender or the Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or the Issuing Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement and the Pledge Agreement may be modified as provided in and subject to the terms of payment described in Section 6.10 and Section 6.13; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a "Non-Consenting Lender"), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Defaulting Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all such Defaulting Lender. Notwithstanding anything to the Lenders; or
(e) waivecontrary contained herein, modify or amend if following the provisions of Article XII without the prior written consent of Closing Date the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. Notwithstanding anything to the contrary herein, (a) this Agreement may be amended or amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in writingfull all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and then (b) any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesLender.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Lenders, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or any scheduled or mandatory reduction of the time for Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of or whose Commitments are to be reduced;
(c) reduce the principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereonof, or the time for payment rate of interest specified herein on, any Loan or Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or fee, Letter of Credit Fees at the Default Rate or (B) to amend any Financial Covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursement, or otherwise affect the terms of payment of the principal of or interest (other than to increase the interest rate or the Commitment Fees or LC Participation Fees, which may be effected with the written consent of the Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees or LC Participation Fees, or otherwise affect the terms of payment of any such fee, without the prior written consent of the affected Lender; or
(c) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waive, modify or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires the consent of all of the Lenders without the prior written consent of all the Lenders; or
(e) waive, modify or amend the provisions of Article XII without the prior written consent of the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy fee payable hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.;
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Modifications, Amendments or Waivers. Any With the written consent of the provisions Required Xxxxxxx, the Administrative Agent, acting on behalf of this Agreement all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time be modified enter into written agreements amending or amended bychanging any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or waived withmay grant written waivers or consents hereunder or thereunder. Any such agreement, the waiver or consent made with such written consent of shall be effective to bind all the Majority LendersLenders and the Loan Parties; provided provided, that no such waiveragreement, modification waiver or amendment consent may be made which that will:
(a) extend or increase the amount or extend the term of the Commitment of any Lender hereunder, other than as permitted by (or reinstate any obligation to make Loans terminated pursuant to Section 4.01, 9.2) without the prior written consent of all the Lenders; orsuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(b) extend postpone any date fixed by this Agreement or any other Loan Document for any payment (including mandatory prepayment of Overadvances but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the time Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of Overadvances, shall not constitute a postponement of any date scheduled for the payment of principal of or interest on any Revolving Credit Loan or of any LC Disbursement or interest thereoninterest);
(c) reduce the principal of, or the time for payment rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any revolving line of credit or facility fee, or waive an Event of Default with respect to payment financial ratio (including the applicable defined terms) used in determining the Applicable Margin in a manner that would result in a reduction of any LC Disbursementinterest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, principalhowever, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or fee, (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the principal amount of or the rate of interest on any Revolving Credit Loan or to reduce any LC Disbursementfee payable hereunder;
(d) change Section 2.14 or Section 9.2(c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of this Section 11.1 or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(f) except in connection with a transaction permitted under Section 7.7 or 7.8, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or
(g) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.12 (in which case such release may be made by the Administrative Agent acting alone); provided that (i) no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent or the Swing Line Lender may be made without the written consent of such Administrative Agent or Swing Line Lender, as applicable, (ii) only the consent of the Administrative Agent shall be required for any amendment to the Fee Letter, and (iii) the Schedules to this Agreement and the Annexes to the Security Agreement may be modified as provided in and subject to the terms described in Section 6.10 and 6.13 may be amended, modified, or otherwise affect terminate or any provision thereof waived in accordance with the terms of payment set forth therein; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1 (g) above, the consent of the principal Required Lenders is obtained but the consent of one or interest more of such other Lenders whose consent is required is not obtained (other than each a “Non-Consenting Lender”), then the Borrower shall have the right to increase replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.6. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the interest rate consent of all Lenders or the Commitment Fees or LC Participation Fees, which each affected Lender may be effected with the written consent of the Majority applicable Lenders other than Defaulting Lenders), except that (x) on any Revolving Credit Loan or any LC Disbursement, or reduce the amount of the Commitment Fees of such Defaulting Lender may not be increased or LC Participation Fees, or otherwise affect the terms of payment of any such fee, extended without the prior written consent of the affected Lender; or
such Lender and (cy) change the definition of Majority Lenders without the prior written consent of all the Lenders; or
(d) waiveany waiver, modify amendment or amend the provisions of Article V or this Article XI or any other provision of this Agreement that requires modification requiring the consent of all of Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Lenders without the prior written consent of all such Defaulting Lender. Notwithstanding anything to the Lenders; or
(e) waivecontrary contained herein, modify or amend if following the provisions of Article XII without the prior written consent of Closing Date, if the Administrative Agent and the Majority Lenders; or
(f) amend, modify or otherwise affect the rights or duties of the Issuing Lender hereunder without the prior written consent of the Issuing Lender. No failure or delay on the part of the Administrative Agent Borrower shall have jointly identified an obvious error or any Lender error or omission of a technical or immaterial nature, in exercising any righteach case, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy or any abandonment or discontinuance of steps to enforce such a power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy hereunder. The remedies provided for in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. No modification or waiver of any provision of this Agreement nor or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Company therefrom shall in any event be effective unless Required Lenders within five (5) Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on SyndTrak or another relevant website with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstancesamendment.
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