Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender; (iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and of the Issuing Bank; (iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of such Administrative Agent; (v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders; (vi) reserved; or (vii) unless signed by the Credit Parties and the Required Revolving Lenders: (1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; (2) amend or waive non-compliance with any provision of Section 2.11(c); (3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or (4) change any of the provisions of this clause (c)(vii).
Appears in 5 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party Borrowers therefrom, shall:
(ia) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Unmatured Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(iib) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iiic) amend, modify, terminate or waive any provision hereof affecting the rights or duties of an Issuing Bank under this Agreement without the consent of such Issuing Bank;
(d) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) 2.3.5 without the written consent of the Administrative Agent and of the each Issuing Bank;; or
(ive) amend, modify, terminate or waive any provision of this Section 11 10.3 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of such the Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 4 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Loan Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders with Revolving Loan Commitments relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend the definition of “Borrowing Base” or any definition used therein, or Section 2.11 hereof, without the written concurrence of Lenders having or holding Revolving Exposure and representing more than 66-2/3rds percent of the sum of the aggregate Revolving Exposure of all Lenders; provided, that, the foregoing shall not (A) limit the discretion of the Administrative Agent or Collateral Agent to change, establish or eliminate any Reserves without the consent of any Lenders or (B) affect any other matter that this Agreement leaves to the discretion of the Administrative Agent and/or the Collateral Agent; or
(v) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 3 contracts
Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to the Swingline Sublimit or the Swingline Loans any Credit Extension without the consent of the Swingline LenderRequisite Lenders;
(iii) amend, modify, terminate amend the definitions of “Eligibility Criteria” or waive “Eligible Receivables Obligor” or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and each of the Issuing BankRequisite Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(e), without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event, Event of Default or Servicer Default shall only require the consent of the Requisite Lenders;
(v) amend or modify any provision of Section 7.1 without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 3 contracts
Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital Inc), Credit Agreement (On Deck Capital Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Seller therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Loan of the Swingline Sublimit or the Swingline Loans Lenders without the consent of the Swingline LenderRequisite Lenders;
(iii) amend, modify, terminate amend the definitions of “Eligibility Criteria” or waive “Eligible Obligor” or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and of the Issuing BankRequisite Lenders;
(iv) amend, modify, terminate amend or waive modify any provision of this Section 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case Sections 2.11 without the consent of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such Administrative Agent;amendment or modification during the continuance of any Event of Default or Servicer Default shall only require the consent of the Requisite Lenders; or
(v) amend the provisions or modify any provision of Section 2.13(d) or Section 9.3 7.1 without the consent of all the Requisite Lenders;
(vi) reserved; or
(vii) unless signed by provided, however, that, notwithstanding the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations foregoing, any waiver of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision occurrence of Section 2.11(c);
(3) waive any a Default or an Event of Default for shall only require the purpose of satisfying the conditions precedent to the obligations consent of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)Requisite Lenders.
Appears in 3 contracts
Samples: Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Loan Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrower and the other Loan Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrower and the other Loan Parties; (w) the Loan Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law; (vix) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Loan Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any Credit Extension;
(2) amend necessary or waive non-compliance with desirable administrative or technical change, and such amendment shall become effective without any provision further consent of Section 2.11(c);
(3) waive any Default other party to such Loan Document so long as such amendment, modification or Event supplement does not adversely affect the rights of Default for the purpose of satisfying the conditions precedent to the obligations any Lender or any other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
and (4y) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this clause (c)(vii)Agreement.
Appears in 2 contracts
Samples: Credit Agreement (AdaptHealth Corp.), Credit Agreement (AdaptHealth Corp.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swingline Sublimit or the Swingline Loans any Credit Extension without the consent of the Swingline LenderRequisite Lenders;
(iii) amend, modify, terminate amend the definitions of “Eligibility Criteria” or waive “Eligible Receivables Obligor” or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and of the Issuing BankRequisite Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event (as such term is defined in the Backup Servicer Agreement), Event of Default or Servicer Default shall only require the consent of the Requisite Lenders;
(v) amend or modify any provision of Section 7.1 without the consent of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 2 contracts
Samples: Credit Agreement (On Deck Capital Inc), Credit Agreement (On Deck Capital Inc)
Other Consents. No In addition to the consent of the Requisite Lenders, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders with Revolving Commitments relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend the definition of “Borrowing Base” or any definition used therein, or Section 2.22 hereof, without the written concurrence of Lenders having or holding Revolving Exposure and representing more than 66-2/3rds percent of the sum of the aggregate Revolving Exposure of all Lenders; provided, that, the foregoing shall not (A) limit the discretion of the Administrative Agent or Collateral Agent to change, establish or eliminate any Reserves without the consent of any Lenders or (B) affect any other matter that this Agreement leaves to the discretion of the Administrative Agent and/or the Collateral Agent; or
(v) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment alter the required application of any Lender over the amount thereof then in effect repayments or prepayments as between Classes pursuant to Section 2.15 and Section 2.16(g), without the consent of such LenderLenders holding more than 50% of the aggregate Second Lien Term Loan Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, no amendmentRequisite Lenders may waive, modification in whole or waiver in part, any prepayment so long as the application, as between Classes, of any condition precedent, covenant, Default or Event portion of Default shall constitute an increase in any Revolving Commitment of any Lendersuch prepayment which is still required to be made is not altered;
(ii) amend, modify, terminate modify or waive any provision hereof relating this Agreement, the Pledge and Security Agreement or another Collateral Document so as to alter the Swingline Sublimit ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the Swingline Loans definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of the Swingline Lender;any such Lender Counterparty; or
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; , provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case case, without the consent of such the Administrative Agent;. Notwithstanding any of the foregoing to the contrary:
(vA) amend the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10), so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties;
(B) or Section 9.3 the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lendersany Lender, may enter into any amendment, modification or waiver of any Credit 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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law;
(viC) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Credit Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Extension;Document so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any other holder of the Obligations in any material respect; and
(2D) amend or waive non-compliance this Agreement may be amended and restated without the consent of any Lender (but with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations consent of the Revolving Lenders Borrower and the Administrative Agent) if, upon giving effect to make any Credit Extension; or
such amendment and restatement, such Lender shall no longer be a party to this Agreement (4) change any as so amended and restated), the Commitments of the provisions 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 clause (c)(vii)Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Heritage Insurance Holdings, Inc.), Credit Agreement (Heritage Insurance Holdings, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating condition precedent in Section 3.2(a) with regard to the Swingline Sublimit or the Swingline Loans making of any Loan without the consent of the Swingline LenderRequisite Lenders having Exposure (it being understood that no waiver of any Default or Event of Default by the Requisite Lenders, nor any waiver or amendment of any covenant, representation or other provision not in Section 3.2(a) shall constitute an amendment, modification or waiver);
(iii) amend, modify, terminate or waive any obligation provision of Lenders relating Section 9 or any other provision of this Agreement or any other Credit Document, including Section 2.11(a) and (b) and Section 2.12(a), as the same applies to any Agent or Section 5.14(b) as it relates to proceeds of New Term Loans being held in Controlled Accounts (or with respect to the purchase Company, Deposit Accounts) at Barclays Bank PLC, or any other provision hereof as the same applies to the rights or obligations of participations any Agent, in Letters of Credit as provided in Section 2.3(c) each case without the written consent of the Administrative Agent and of the Issuing Banksuch Agent;
(iv) amend, modify, terminate or waive any provision of Sections 2.20(a), 2.20(b), 3.3 or 5.14(b), in each case, in any manner adverse to Barclays Bank PLC without the consent of Barclays Bank PLC; or
(v) amend, modify, terminate or waive any provision of this Section 11 Agreement as the same applies to the Administrative AgentLenders Steering Committee, or any other provision hereof as the same applies to the rights or obligations of the Administrative AgentLenders Steering Committee, in each case without the consent of a majority in number of the members of the Lenders Steering Committee. Notwithstanding the foregoing, this Agreement and the other Credit Documents may be amended to provide for additional loans to be made hereunder having terms identical (or more favorable to the Lenders making such Administrative Agent;
(vadditional loans, but only if the terms of the Initial Term Loans and New Term Loans will be amended to have such more favorable terms) amend to the provisions Initial Term Loans with the consent of Section 2.13(d) or Section 9.3 the Lenders Steering Committee and without the consent of all Lenders;
(viany other Lenders or Agent; provided, that any such amendments are subject to the consent of any Agent if such amendments would otherwise require the consent of such Agent under Section 10.5(c)(iii) reserved; or
(vii) unless signed above. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender or an Insolvent Lender, to the fullest extent permitted by the Credit Parties applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Required Revolving Lenders:
(1) amend Commitment and the outstanding Loans of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or waive compliance with the conditions precedent to the obligations all of the Revolving Lenders to make affected Lenders, as required, have approved any Credit Extension;
such amendment or waiver (2) amend or waive non-compliance with any provision and the definition of Section 2.11(c);
(3) waive any Default or Event of Default “Requisite Lenders” will automatically be deemed modified accordingly for the purpose duration of satisfying such period); provided, that any such amendment or waiver that would increase or extend the conditions precedent Commitment of such Lender, extend the date fixed for the payment of principal or interest owing to such Lender hereunder, reduce the obligations principal amount of any obligation owing to such Lender, reduce the Revolving Lenders amount of or the rate or amount of interest on any amount owing to make any Credit Extension; or
(4) change any of such Lender, or alter the provisions terms of this clause (c)(vii)proviso, will require the consent of such Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without with the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) waive any condition set forth in Section 5.2 as to any Credit Extension that would increase Revolving Credit Exposure without the consent of the Required Revolving Lenders;
(v) waive any condition set forth in Section 5.2 as to any Credit Extension to be made by Lenders with Term Loan Commitments without the consent of the Required Term Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend . Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties. Notwithstanding any of the foregoing to the contrary, the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to (vii) reserved; or
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 or (viiii) unless signed correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with Administrative Agent), in any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
Document, if the same is not objected to in writing by the Required Lenders within five (45) change Business Days following receipt of notice thereof. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any of bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of this clause Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (c)(vii)b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;; or
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend amend, modify, terminate or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause any Credit Document related to advance rates related to the Unencumbered Pool Properties or the definitions of (c)(viior provisions relating to) the terms “Aggregate Unencumbered Pool Property Value Amount,” “Unencumbered Pool Property Value,” “Borrowing Base,” “Unencumbered Pool Property,” “Unencumbered Pool Property Deliverables,” or the components of any of the foregoing (to the extent related to the calculation of the Borrowing Base or the approval and/or qualifications respecting Unencumbered Pool Properties) without the written consent of each of the Lenders (other than any Defaulting Lender).
Appears in 2 contracts
Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Physicians Realty Trust)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, provided no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate alter the required application of any repayments or waive any provision hereof relating prepayments as between Classes pursuant to the Swingline Sublimit or the Swingline Loans Section 2.15 without the consent of Lenders holding more than 50% of the Swingline Lenderaggregate Initial Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit or Bank Guarantees as provided in Section 2.3(c2.4(e) without the written consent of the Revolving Facility Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 the Credit Documents as the same applies to the Administrative Agentany Agent or Arranger, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agentany Agent or Arranger, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) Agent or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)Arranger, as applicable.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.), Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to increase the Swingline Sublimit or aggregate Commitments over the Swingline Loans amount thereof then in effect without the consent of the Swingline LenderRequired Lenders;
(iii) amend, modify, terminate or waive any obligation of Lenders relating condition precedent to the purchase of participations in Letters of Credit as initial Loans on the Closing Date, for which it is expressly provided in such Section 2.3(c) that satisfaction of such condition is to be acceptable to or approved by Agent, without the written consent of Agent, and in any such event it shall not be necessary to obtain the Administrative Agent and consent of the Issuing Bank;any other Lender to such waiver; or
(iv) amend, modify, terminate or waive the amount or timing of payment of any fee payable to Agent for its own account, any provision of this Section 11 §14 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of such Administrative Agent;; or
(v) amend amend, modify, terminate or waive any of the provisions of Section 2.13(d) or Section 9.3 financial amounts in §9 hereof without the consent of all the Supermajority Lenders;; or
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend amend, modify, terminate or waive compliance any provision or consent with respect to §8.13 that require the conditions precedent to the obligations consent of the Revolving Supermajority Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for without the purpose of satisfying the conditions precedent to the obligations consent of the Revolving Lenders Supermajority Lenders. No waiver shall extend to make or affect any Credit Extension; or
obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon Borrower shall entitle Borrower to other or further notice or demand in similar or other circumstances. In the event any Lender fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (410) change days of a written request therefor submitted by Agent or Agent’s Special Counsel, such Lender shall be deemed to have granted to Agent an irrevocable proxy with respect to such specific matter. The right of any of the provisions Lender to consent under subsections (a) and (b) of this clause §27 shall not apply to a Defaulting Lender, except for purposes of subsection (c)(vii)b)(i) of this §27.
Appears in 2 contracts
Samples: Term Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Term Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) extend or increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, that, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (vu) amend the consent of the Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6, 10.10 or 10.11) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties, (v) the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
any Lender, may enter into any amendment, modification or waiver of any Credit 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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with Applicable Law; (viw) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Credit Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Extension;
(2) amend Document so long as such amendment, modification or waive non-compliance with supplement does not adversely affect the rights of any provision of Section 2.11(c);
(3) waive Lender or any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
(4x) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have been 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 clause Agreement; and (c)(viiy) the Administrative Agent and the Borrower may enter into amendments contemplated by Section 3.1(b).
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Credit Extension of the Swingline Sublimit or the Swingline Loans Class A Committed Lenders without the consent of the Swingline Lender;
(iii) Requisite Class A Committed Lenders; or amend, modify, terminate or waive any obligation provision of Section 3.2(a) with regard to any Credit Extension of the Class B Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and Requisite Class B Lenders;
(iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Issuing BankRequisite Class A Committed Lenders and the Requisite Class B Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Class A Committed Lenders and the Requisite Class B Lenders;
(v) amend or modify any provision of Section 7.1 without the consent of each of the Requisite Class A Committed Lenders and the Requisite Class B Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend . In the provisions event of Section 2.13(d) any amendment or Section 9.3 waiver of this Agreement without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such amendment or waiver to the Collateral Agent and the Required Revolving Lenders:
(1) amend or waive compliance with Paying Agent upon the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)execution thereof.
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Loan Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default Default, and no making of a Protective Advance as contemplated hereby, shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to (A) the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of Swing Line Lender, (B) the Swingline LenderLetter of Credit Sublimit without the consent of Issuing Bank, (C) the Issuing Bank Sublimit of any Issuing Bank without the consent of such Issuing Bank or (D) or any Letter of Credit without the consent of the applicable Issuing Bank;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to (A) the purchase of participations in Letters of Credit as provided in Section 2.3(c2.03(5), (B) the purchase of participations in Protective Advances as provided in Section 2.10(2) or (C) the making of any Revolving Loan as provided in Section 2.03(4), in each case without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) waive, amend or otherwise modify this Agreement to modify the definition of the term “Borrowing Base” or any component definition thereof in a manner that has the effect of increasing borrowing availability (other than modifications to Reserves implemented by the Administrative Agent in the manner and to the extent expressly provided herein), without the prior written consent of the Supermajority Lenders;
(v) amend, modify, terminate or waive any provision of this Section 11 any fee letter among the Loan Parties and Agents without the consent of the parties thereto; or
(vi) amend, modify, terminate or waive any provision of the Loan Documents as the same applies to the Administrative any Agent, Arrangers, or Issuing Bank, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, Arrangers or Issuing Bank, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) , Arrangers or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)Issuing Bank, as applicable.
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Borrowers or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without with the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the each Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Agent. Notwithstanding any provision herein to the contrary, this Agreement may be amended (i) to reflect increases in the Revolving Commitments or additional Term Loans permitted under Section 2.1(d) with the consent solely of the Borrowers and the Administrative Agent;
, and (vii) amend to reflect the provisions addition of any Specified Covenant to Section 2.13(d) or Section 9.3 without 8.8 with the consent solely of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and Administrative Agent or the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to the Swingline Sublimit or the Swingline Loans any Credit Extension without the consent of the Swingline LenderRequisite Lenders;
(iii) amend, modify, terminate amend the definitions of “Eligibility Criteria” or waive “Eligible Receivables Obligor” or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and each of the Issuing BankRequisite Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(e), without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event, Event of Default or Servicer Default shall only require the consent of the Requisite Lenders;
(v) amend or modify any provision of Section 7.1 without the consent of each of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, EAST\142259790.4 97 any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; , provided, that, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section Article 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case case, without the consent of such the Administrative Agent;. Notwithstanding any of the foregoing to the contrary:
(vA) amend the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article 10 (other than the provisions of Section 2.13(d) 10.6 or Section 9.3 10.10), so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties;
(B) the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lendersany Lender, may enter into any amendment, modification or waiver of any Credit 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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law;
(viC) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Credit Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Extension;Document so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any other holder of the Obligations in any material respect; and
(2D) amend or waive non-compliance this Agreement may be amended and restated without the consent of any Lender (but with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations consent of the Revolving Lenders Borrower and the Administrative Agent) if, upon giving effect to make any Credit Extension; or
such amendment and restatement, such Lender shall no longer be a party to this Agreement (4) change any as so amended and restated), the Commitments of the provisions 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 clause (c)(vii)Agreement.
Appears in 1 contract
Samples: Credit Agreement (Heritage Insurance Holdings, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating condition precedent in Section 3.2(a) with regard to the Swingline Sublimit or the Swingline Loans making of any Loan without the consent of the Swingline LenderRequisite Lenders having Exposure (it being understood that no waiver of any Default or Event of Default by the Requisite Lenders, nor any waiver or amendment of any covenant, representation or other provision not in Section 3.2(a) shall constitute an amendment, modification or waiver);
(iii) amend, modify, terminate or waive any obligation provision of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend, modify, terminate 9 or waive any other provision of this Agreement or any other Credit Document, including Section 11 2.11(a) and (b) and Section 2.12(a), as the same applies to any Agent or Section 5.14(b) as it relates to proceeds of New Term Loans being held in Controlled Accounts (or with respect to the Company, Deposit Accounts) at the Collateral Agent or the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(viv) amend amend, modify, terminate or waive any provision of Sections 2.20(a), 2.20(b), 3.3 or 5.14(b), in each case, in any manner adverse to the provisions of Section 2.13(d) Collateral Agent or Section 9.3 the Administrative Agent without the consent of all Lenders;
(vi) reservedthe Collateral Agent or the Administrative Agent, as applicable; or
(viiv) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend amend, modify, terminate or waive compliance with any provision of this Agreement as the conditions precedent same applies to the Lenders Steering Committee, or any other provision hereof as the same applies to the rights or obligations of the Revolving Lenders Steering Committee, in each case without the consent of a majority in number of the members of the Lenders Steering Committee. Notwithstanding the foregoing, this Agreement and the other Credit Documents may be amended to make provide for additional loans to be made hereunder having terms identical (or more favorable to the Lenders making such additional loans, but only if the terms of the Initial Term Loans and New Term Loans will be amended to have such more favorable terms) to the Initial Term Loans with the consent of the Lenders Steering Committee and without the consent of any Credit Extension;
other Lenders or Agent; provided, that any such amendments are subject to the consent of any Agent if such amendments would otherwise require the consent of such Agent under Section 10.5(c)(iii) above. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender or an Insolvent Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment or waiver (2) amend or waive non-compliance with any provision and the definition of Section 2.11(c);
(3) waive any Default or Event of Default “Requisite Lenders” will automatically be deemed modified accordingly for the purpose duration of satisfying such period); provided, that any such amendment or waiver that would increase or extend the conditions precedent Commitment of such Lender, extend the date fixed for the payment of principal or interest owing to such Lender hereunder, reduce the obligations principal amount of any obligation owing to such Lender, reduce the Revolving Lenders amount of or the rate or amount of interest on any amount owing to make any Credit Extension; or
(4) change any of such Lender, or alter the provisions terms of this clause (c)(vii)proviso, will require the consent of such Lender.
Appears in 1 contract
Samples: Amendment Agreement (Cit Group Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment release all or substantially all of any Lender over the amount thereof then Collateral or all or substantially all of the value of the Guaranty provided by the Guarantor Subsidiaries except as expressly provided in effect the Credit Documents without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lenderall Lenders;
(ii) amend the priority of payments set forth in Section 5.14(d) hereof or in Section 7.2 of the Pledge and Security Agreement without the consent of all Lenders;
(iii) except as expressly provided in the Credit Documents, subordinate the Liens granted for the benefit of the Lenders in respect of the Collateral without the consent of all Lenders;
(iv) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iiiv) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of each Issuing Bank or otherwise alter any rights or obligations of an Issuing Bank with respect to Letters of Credit without the consent of such Issuing Bank;
(ivvi) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof or of any other Credit Document as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;; and
(vvii) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Supermajority Lenders;
, (viw) reserved; or
increase the advance rates applicable to the Aggregate Borrowing Base over those in effect on the Closing Date (vii) unless signed it being understood that the establishment, modification or elimination of Reserves and, subject to this Section 10.5(c)(vii), adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Credit Parties Co-Collateral Agents in accordance with the terms hereof, will not be deemed such an increase in advance rates), (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Required Revolving Lenders:
Closing Date), (1y) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change expand any of the provisions following definitions, in each case the effect of this clause which would be to increase the amounts available for borrowing hereunder: Aggregate Borrowing Base, Eligible Accounts, Eligible Inventory and Qualified Cash (c)(viiincluding, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves, in each case by the Co-Collateral Agents in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent) or (z) increase the percentage of any Aggregate Borrowing Base for which Agent Advances may be made pursuant to Section 2.1(c) or Overadvances may be made pursuant to Section 2.1(d).
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the any Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the each Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrowers and the other Credit Parties; (w) the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
any Lender, may enter into any amendment, modification or waiver of any Credit 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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with Applicable Law; (vix) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrowers may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Credit Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Extension;
(2) amend Document so long as such amendment, modification or waive non-compliance with supplement does not adversely affect the rights of any provision of Section 2.11(c);
(3) waive Lender or any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
(4y) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrowers and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this clause Agreement; and (c)(viiz) this Agreement may be amended (A) to effect Conforming Changes in accordance with Section 2.7(h), and (B) in connection with the implementation of a Benchmark Replacement and/or any related Conforming Changes, all as provided in Section 3.1(g).
Appears in 1 contract
Samples: Credit Agreement (FutureFuel Corp.)
Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (excluding the Fee Letter), or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
; (ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
[Intentionally Reserved]; (iii) amend, modify, terminate or waive any obligation provision of Lenders relating Section 3.2(a) with regard to any Credit Extension consisting of a Term Loan without the purchase consent of participations the Requisite Lenders; (iv) [Intentionally Reserved]; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.14 or 2.15(h) without the consent of the Requisite Lenders; (vi) amend, modify or waive any provision of this Agreement or the Pledge and Security Agreement so as to alter the treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or the definitions of the terms “Lender Counterparty”, “Secured Hedge Agreement”, or “Obligations” (or any of them and as each such term or any similar term is defined in Letters of Credit as provided any relevant Collateral Document), in Section 2.3(c) each case, in a manner adverse to any Lender or any Lender Counterparty with Obligations then outstanding without the written consent of the Administrative Agent and of the Issuing Bank;
Requisite Lenders; or (ivvii) amend, modify, terminate or waive any provision of this Section 11 9 as the same directly or indirectly applies to the Administrative any Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of the Administrative any Agent, in each case case, in any manner adverse to such Agent without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Loan Party therefrom, shall:: CHAR1\1982293v2
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrower and the other Loan Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrower and the other Loan Parties; (w) the Loan Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law; (vix) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Loan Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any Credit Extension;
(2) amend necessary or waive non-compliance with desirable administrative or technical change, and such amendment shall become effective without any provision further consent of Section 2.11(c);
(3) waive any Default other party to such Loan Document so long as such amendment, modification or Event supplement does not adversely affect the rights of Default for the purpose of satisfying the conditions precedent to the obligations any Lender or any other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
and (4y) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this clause (c)(vii)Agreement.
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Loan Party therefrom, shall:
: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default Default, and no making of a Protective Advance as contemplated hereby, shall constitute an increase in any Revolving Commitment of any Lender;
; (ii) amend, modify, terminate or waive any provision hereof relating to (A) the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of Swing Line Lender, (B) the Swingline Lender;
Letter of Credit Sublimit without the consent of Issuing Bank, (C) the Issuing Bank Sublimit of any Issuing Bank without the consent of such Issuing Bank or (D) or any Letter of Credit without the consent of the applicable Issuing Bank; (iii) amend, modify, terminate or waive any obligation of Lenders relating to (A) the purchase of participations in Letters of Credit as provided in Section 2.3(c2.03(5), (B) the purchase of participations in Protective Advances as provided in Section 2.10(2) or (C) the making of any Revolving Loan as provided in Section 2.03(4), in each case without the written consent of the Administrative Agent and of the Issuing Bank;
; (iv) waive, amend or otherwise modify this Agreement to modify the definition of the term “Borrowing Base” or any component definition thereof in a manner that has the effect of increasing borrowing availability (other than modifications to Reserves implemented by the Administrative Agent in the manner and to the extent expressly provided herein), without the prior written consent of the Supermajority Lenders; (v) amend, modify, terminate or waive any provision of this Section 11 any fee letter among the Loan Parties and Agents without the consent of the parties thereto; or (vi) amend, modify, terminate or waive any provision of the Loan Documents as the same applies to the Administrative any Agent, Arrangers, or Issuing Bank, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, Arrangers or Issuing Bank, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) , Arrangers or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)Issuing Bank, as applicable.
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or Lender in addition to the consent of Requisite Lenders and the Administrative Agent (it being understood that none of (i) a waiver of any condition precedentprecedent set forth in Section 3.2, covenant(ii) the waiver of any Default, Default mandatory prepayment or Event mandatory reduction of Default the Commitments and (iii) the making of any Protective Advance in accordance herewith shall constitute an extension or increase in of any Revolving Commitment of any Lender);
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of Swing Line Lender in addition to the Swingline Lenderconsent of Requisite Lenders and the Administrative Agent;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) 2.3 without the written consent of the Administrative Agent Agent, the Requisite Lenders and of the each Issuing Bank;
(iv) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Facility Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Facility Agent, in each case without the consent of such Facility Agent in addition to the consent of Requisite Lenders and the Administrative Agent;; or
(v) amend the provisions definition of Section 2.13(d) Borrowing Base, Eligible Receivables or Section 9.3 Eligible Inventory without the written consent of all the Supermajority Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Samples: Revolving Credit Agreement (Source Interlink Companies Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by the Borrower or any other Credit Loan Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrower and the other Loan Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrower and the other Loan Parties; (w) the Loan Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law; (vix) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrower may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Loan Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any Credit Extension;
(2) amend necessary or waive non-compliance with desirable administrative or technical change, and such amendment shall become effective without any provision further consent of Section 2.11(c);
(3) waive any Default other party to such Loan Document so long as such amendment, modification or Event supplement does not adversely affect the rights of Default for the purpose of satisfying the conditions precedent to the obligations any Lender or any other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
(4y) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this clause Agreement; and (c)(viiz) the Administrative Agent and the Borrower may enter into amendments contemplated by Section 3.1(h).
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the consent of such the Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Section 10.6) so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties; (w) the Administrative Agent and the Borrower may amend, modify or Section 9.3 supplement this Agreement or any other Credit Document to cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Document so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any other holder of the Obligations in any material respect; (x) this Agreement may be amended and restated without the consent of all Lenders;
any Lender (vi) reserved; or
(vii) unless signed by but with the Credit Parties consent of the Borrower and the Required Revolving Lenders:
Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (1as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; (y) amend or waive compliance with the conditions precedent to Administrative Agent and the obligations of Borrower may enter into amendments contemplated by Section 3.1(h); and (z) the Revolving Lenders to Administrative Agent may make any Credit Extension;
(2) amend or waive non-compliance with any provision of amendments contemplated by Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii3.1(i).
Appears in 1 contract
Samples: Credit Agreement (Hibbett Inc)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the any Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of the each Issuing Bank;; or
(iv) amend, modify, terminate or waive any provision of this Section 11 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
. Notwithstanding any of the foregoing to the contrary, (v) amend the consent of the Borrowers and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Section 2.13(d10 (other than the provisions of Sections 10.6 or 10.10) or Section 9.3 so long as such amendment is not adverse to the interests of the Borrowers and the other Credit Parties; (w) the Credit Parties, the Administrative Agent and/or the Collateral Agent, without the consent of all Lenders;
any Lender, may enter into any amendment, modification or waiver of any Credit 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 holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with Applicable Law; (vix) reserved; or
(vii) unless signed by the Credit Parties Administrative Agent, the Collateral Agent and the Required Revolving Lenders:
(1) amend Borrowers may amend, modify or waive compliance with the conditions precedent supplement this Agreement or any other Credit Document to the obligations of the Revolving Lenders cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall become effective without any further consent of any other party to such Credit Extension;
(2) amend Document so long as such amendment, modification or waive non-compliance with supplement does not adversely affect the rights of any provision of Section 2.11(c);
(3) waive Lender or any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations other holder of the Revolving Lenders to make Obligations in any Credit Extensionmaterial respect; or
(4y) change this Agreement may be amended and restated without the consent of any Lender (but with the consent of the provisions Borrowers and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so 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 full all principal, interest and other amounts owing to it or accrued for its account under this clause Agreement; and (c)(viiz) the Administrative Agent and the Borrowers may enter into amendments contemplated by Section 3.1(h).
Appears in 1 contract
Samples: Credit Agreement (FutureFuel Corp.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Funding Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment Limit of any Lender Purchaser over the amount thereof then in effect without the consent of such LenderPurchaser; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment Limit of any LenderPurchaser;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swingline Sublimit or the Swingline Loans any Note Funding without the consent of the Swingline LenderRequisite Purchasers;
(iii) amend, modify, terminate amend the definitions of "Eligibility Criteria" or waive "Eligible Receivables Obligor" or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and of the Issuing BankRequisite Purchasers;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of the Requisite Purchasers; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event (as such term is defined in the Backup Servicer Agreement), Event of Default or Servicer Default shall only require the consent of the Requisite Purchasers;
(v) amend or modify any provision of Section 7.1 without the consent of the Requisite Purchasers; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Purchasers; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Samples: Note Issuance and Purchase Agreement (On Deck Capital, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Credit Extension of the Swingline Sublimit or the Swingline Loans Class A Committed Lenders without the consent of the Swingline Lender;
(iii) Class A Committed Lenders; or amend, modify, terminate or waive any obligation provision of Section 3.2(a) with regard to any Credit Extension of the Class B Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) without the written consent of the Administrative Agent and Class B Lenders;
(iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Issuing BankClass A Committed Lenders and the Class B Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Class A Committed Lenders and the Class B Lenders;
(v) amend, modify, terminate or waive any provision of this Section 11 7.1 without the consent of each of the Class A Committed Lenders and the Class B Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders;
(vi) amend, modify, terminate or waive any provision of Section 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend . In the provisions event of Section 2.13(d) any amendment or Section 9.3 waiver of this Agreement without the consent of all Lenders;
(vi) reservedthe Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such amendment or waiver to the Collateral Agent and the Paying Agent upon the execution thereof; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend amend, modify, terminate or waive compliance with any provision of this Agreement in a manner that has an adverse effect on the conditions precedent to rights, obligations, protections or indemnities of any Hedging Counterparty, the obligations Paying Agent, the Custodian or the Controlled Account Bank, in each case without the consent of the Revolving Lenders to make any Credit ExtensionHedging Counterparty, the Paying Agent, the Custodian or the Controlled Account Bank, as applicable;
(2viii) amend amend, modify, terminate or waive non-compliance with any express right of the Class B Lenders without the consent of each Class B Lender;
(ix) amend, modify, terminate or waive any provision of Section 2.11(c5.1(c);
(3) waive any Default , Section 5.1(f), Section 6.1, Section 6.5, Section 6.10, Section 6.14, Section 6.18 or Event Section 6.19 without the consent of Default for the purpose of satisfying the conditions precedent to the obligations each of the Revolving Class A Committed Lenders to make any Credit Extensionand the Class B Lenders; or
(4x) change amend or modify Schedule 1.1(a) hereto or any definition used therein without the consent of each of the provisions of this clause (c)(vii)Class A Committed Lenders and the Class B Lenders.
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower Company or any other Credit Party Holdings therefrom, shall:
(i) increase any Revolving Commitment Limit of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment Limit of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swingline Sublimit or the Swingline Loans any Credit Extension without the consent of the Swingline LenderRequisite Lenders;
(iii) amend, modify, terminate amend the definitions of "Eligibility Criteria" or waive "Eligible Receivables Obligor" or amend any obligation portion of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c) Appendix C without the written consent of the Administrative Agent and of the Issuing BankRequisite Lenders;
(iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event (as such term is defined in the Backup Servicer Agreement), Event of Default or Servicer Default shall only require the consent of the Requisite Lenders;
(v) amend or modify any provision of Section 7.1 without the consent of the Requisite Lenders; provided, however, that, notwithstanding the foregoing, any waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or
(vi) amend, modify, terminate or waive any provision of this Section 11 8 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (other than the Fee Letter), or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender[reserved];
(ii) amend, modify, terminate or waive any provision hereof relating to amend the Swingline Sublimit or the Swingline Loans definition of “Requisite Class Lenders without the consent of Requisite Class Lenders of each Class; provided, with the Swingline Lenderconsent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments and the Term Loans are included on the Restatement Date;
(iii) amend, modify, terminate or waive any obligation provision of Lenders relating Section 3.2(a) with regard to the purchase of participations in Letters of any Credit as provided in Section 2.3(c) Extension without the written consent of the Administrative Agent and Requisite Class Lenders of the Issuing Bankaffected Class;
(iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.14 without the consent of Requisite Class Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; or
(v) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) permit the Borrower to assign or delegate any of its rights and obligations under the Credit Documents without the consent of all Lenders;
(ii) increase any Revolving Commitment the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate alter the required application of any repayments or waive any obligation of Lenders relating prepayments pursuant to the purchase of participations in Letters of Credit as provided in Section 2.3(c) 2.15 without the written consent of the Administrative Agent and of the Issuing Bankall Lenders;
(iv) alter the requirement regarding voluntary prepayment, repurchase or redemption of any Existing Term Loans set out in Section 6.12 without the consent of all Lenders;
(v) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative Agent or Collateral Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent or Collateral Administrative Agent, in each case without the consent of such Administrative Agent or Collateral Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;, as applicable; or
(vi) reserved; or
(vii) unless signed by amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Parties Documents and Obligations arising under Hedge Agreements or the Required Revolving Lenders:
definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” (1as defined in any applicable Collateral Document) amend or waive compliance in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the conditions precedent to the obligations written consent of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii)such Lender Counterparty.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment release all or substantially all of any Lender over the amount thereof then Collateral or all or substantially all of the value of the Guaranty provided by the Guarantor Subsidiaries except as expressly provided in effect the Credit Documents without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lenderall Lenders;
(ii) amend the priority of payments set forth in Section 5.14(d) hereof or in Section 7.2 of the Pledge and Security Agreement without the consent of all Lenders;
(iii) except as expressly provided in the Credit Documents, subordinate the Liens granted for the benefit of the Lenders in respect of the Collateral without the consent of all Lenders;
(iv) amend, modify, terminate or waive any provision hereof relating to the Swingline Swing Line Sublimit or the Swingline Swing Line Loans without the consent of the Swingline Swing Line Lender;
(iiiv) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.3(e) without the written consent of the Administrative Agent and of each Issuing Bank or otherwise alter any rights or obligations of an Issuing Bank with respect to Letters of Credit without the consent of such Issuing Bank;
(ivvi) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof or of any other Credit Document as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;; and
(vvii) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Supermajority Lenders;
, (viw) reserved; or
increase the advance rates applicable to the Aggregate Borrowing Base over those in effect on the Closing Date (vii) unless signed it being understood that the establishment, modification or elimination of Reserves and, subject to this Section 10.5(c)(vii), adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Credit Parties Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Required Revolving Lenders:
Closing Date), (1y) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change expand any of the provisions following definitions, in each case the effect of this clause which would be to increase the amounts available for borrowing hereunder: Aggregate Borrowing Base, Eligible Accounts, Eligible Inventory and Qualified Cash (c)(viiincluding, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent) or (z) increase the percentage of any Aggregate Borrowing Base for which Agent Advances may be made pursuant to Section 2.1(c).
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall:
(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of the Swingline Lender;
(iii) amend, modify, terminate or waive any obligation of Lenders with Revolving Commitments relating to the purchase of participations in Letters of Credit as provided in Section 2.3(c2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank;
(iv) amend the definition of “Borrowing Base” or any definition used therein, or Section 2.22 hereof, without the written concurrence of Lenders having or holding Revolving Exposure and representing more than 66-2/3rds percent of the sum of the aggregate Revolving Exposure of all Lenders; provided, that, the foregoing shall not (A) limit the discretion of the Administrative Agent or Collateral Agent to change, establish or eliminate any Reserves without the consent of any Lenders or (B) affect any other matter that this Agreement leaves to the discretion of the Administrative Agent and/or the Collateral Agent; or
(v) amend, modify, terminate or waive any provision of this Section 11 9 as the same applies to the Administrative any Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative any Agent, in each case without the consent of such Administrative Agent;
(v) amend the provisions of Section 2.13(d) or Section 9.3 without the consent of all Lenders;
(vi) reserved; or
(vii) unless signed by the Credit Parties and the Required Revolving Lenders:
(1) amend or waive compliance with the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension;
(2) amend or waive non-compliance with any provision of Section 2.11(c);
(3) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of the Revolving Lenders to make any Credit Extension; or
(4) change any of the provisions of this clause (c)(vii).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc)
