Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 6 contracts
Samples: Credit Agreement (Earth Biofuels Inc), Credit Agreement (Earth Biofuels Inc), Credit Agreement (PNG Ventures Inc)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to the 2013 Bonds or any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and signed by the Loan Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent, by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and the Loan Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent, do any of the following: (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (2) extend the date scheduled for payment of any principal of or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents, or (3) reduce the principal amount of any Loan, the amount or rate of interest thereon, or any fees or other amounts payable hereunder or under the other Loan Documents;
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to the Loan Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent, do any of the following: (1) release any material guaranty hereunder or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (2) change the definition of Required Lenders, (3) change any provision of this Section 11.1, (4) amend the provisions of Section 2.10.2, or (5) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; and
(iii) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to the Loan Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 10), under this Agreement or any other Loan Document.
(b) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 4 contracts
Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Parnell Pharmaceuticals Holdings Pty LTD), Credit Agreement (Parnell Pharmaceuticals Holdings Pty LTD)
Waiver; Amendments. (a) No failure or delay on the part of Agent the Company or any Lender Purchaser in the exercise of exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any such right, power or remedy preclude any other or further exercise thereof, thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Purchaser at law or in equity. No waiver of or consent to any departure by the Company or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each Purchaser. Any amendment, supplement or modification of or to any of this Agreement, any waiver of, or consent with respect to, of any provision of this Agreement, the Notes or and any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating consent to any other Debt) shall in any event be effective unless departure from the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares terms of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given. No amendmentExcept where notice is specifically required by this Agreement, modificationno notice to or demand on any party hereto in any case shall entitle another party hereto to any other or further notice or demand in similar or other circumstances.
(b) The Company shall not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of dividends, redemption premiums, fees or otherwise, to any holder of any Securities as consideration for or as an inducement to any consent, waiver or consent shall increase any Commitment, extend the date scheduled for payment amendment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee terms and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent unless such remuneration is paid to all Purchasers; provided, however, that this Section 6.3(b) does not restrict the Company's ability to deal individually with any Purchaser or any subsequent holder with respect to any settlement of a dispute or in its capacity as such shall be amended, modified or waived without the consent ordinary course of Agentbusiness.
Appears in 4 contracts
Samples: Unit Purchase Agreement (Hawthorne Financial Corp), Unit Purchase Agreement (Value Partners LTD /Tx/), Unit Purchase Agreement (Hawthorne Financial Corp)
Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. This Agreement and the other Loan Documents are intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the other Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superceded by this Agreement and the other Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the other Loan Documents. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any party from its guaranty under principal of or interest on the Guarantee and Collateral Agreement or all Loans or any substantial part fees payable hereunder, (iii) reduce the principal amount of any Loan, the Collateral granted under the Collateral Documentsrate of interest thereon or any fees payable hereunder, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (iv) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 13, or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.
Appears in 3 contracts
Samples: Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsGuaranty Agreement, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 3 contracts
Samples: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company and the Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Company and the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding voluntary or mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the Loanany Loan (excluding voluntary or mandatory prepayments), the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 6.2 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders and the Company. No provision of Article XIV or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. The Administrative Agent shall receive copies of all amendments, modifications and waivers of, or consents with respect to, any provision of this Agreement or the other Loan Documents.
Appears in 3 contracts
Samples: Forbearance Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents (including without limitation, the Intercreditor Agreement) shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), each such other Loan Party, do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 3 contracts
Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Response Genetics Inc), Credit Agreement (Response Genetics Inc)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2 or Section 2.10.4, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 3 contracts
Samples: Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc), Credit Agreement (Eton Pharmaceuticals, Inc.)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt of Loan Parties permitted hereunder) shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 2 contracts
Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Pdi Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as may be provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 2 contracts
Samples: Credit Agreement (Concur Technologies Inc), Credit Agreement (Concur Technologies Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Administrative Agent and signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase (i) extend any Commitment, Commitment Reduction Date or reduce the amount of the scheduled reduction on any such date or extend the date fixed for any scheduled for payment of any principal of (except as set forth below) or interest on the Loan or Loans, any reimbursement obligation in respect of any Letter of Credit, any fees or other amounts payable hereunder or under the other Loan Documents any amount payable pursuant to Section 7.6 or Section 8, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest any fees payable hereunder or any amount payable pursuant to Section 2.4.17.6 or Section 8, (iii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or any fees all or other amounts payable hereunder or substantially all of the collateral granted under the other Loan Collateral Documents, or (iv) change the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release extend the term of or increase the amount of any party from its guaranty under the Guarantee and Collateral Agreement or all or Commitment of any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Lender without the consent of all Lenderssuch Lender. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. No provision affecting the rights and duties of the Issuer under this Agreement or any Letter of Credit Application or relating to any Letter of Credit issued or to be issued by it shall be amended, modified or waived without the consent of the Issuer. No provision affecting the rights and duties of the Swing Line Lender under this Agreement shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 2 contracts
Samples: Credit Agreement (American Italian Pasta Co), Credit Agreement (American Italian Pasta Co)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating than an Incremental Facility Amendment pursuant to any other DebtSection 2.1.2) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may waive, or extend the date scheduled for for, payment of any principal (in each case, excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the Adjusted Term SOFR and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2).
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender: (i) release Borrower or any party Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement; (ii) release all or any substantial part of the Collateral granted under the Collateral Documents, Documents (except as permitted by Section 14.11); (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3, or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent.
(g) No provision of Sections 6.1.2, without6.2, in each caseor 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby.
(h) No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent.
(i) [Reserved]
(j) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders.
(k) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Moneylion Inc.), Credit Agreement (Moneylion Inc.)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)), or interest on, the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon, or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2 or Section 2.10.4, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 2 contracts
Samples: Credit Agreement (Elutia Inc.), Credit Agreement (Biotricity Inc.)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase the Percentage of any CommitmentLender, or increase or extend the Commitment of any Lender, without the consent of such Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment; (d) extend the Termination Date, modification, waiver or consent shall (e) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 2 contracts
Samples: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender.
Appears in 2 contracts
Samples: Credit Agreement (Thane International Inc), Credit Agreement (Thane International Inc)
Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Shar e expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall shall: (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Energy West Inc), Credit Agreement (Energy West Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender (provided that an amendment, modification, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall not constitute an increase in the Commitment of any Lender), (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) mandatory prepayments pursuant to Section 6.2.4 or (y) the other Loan Documents Default Rate shall not constitute an extension of the scheduled date for payment of principal or interest), or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) the other Loan DocumentsDefault Rate or (y) Section 10.6, the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall not constitute a reduction in interest or fees payable hereunder), without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (a) limit the consent or similar approval rights of a Revolving Lender set forth in Sections 2.7 and 2.8(d) without the consent of each Revolving Lender, (b) alter Section 11.2 without the consent of Revolving Lenders holding at least a majority of the then outstanding Revolving Commitments and Revolving Loans or (c) alter any provisions of any Loan Document in a manner that by its terms adversely affects the rights or payments due to Lenders holding Commitments or Loans of any Class differently than those holding Commitments or Loans of any other Class without the written consent of Lenders holding a majority of the outstanding Loans and Commitments of such affected Class; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of each Issuing Lender. No provision of this Agreement affecting any Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of such Swing Line Lender. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender, (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (a) limit the consent or similar approval rights of a Revolving Lender set forth in Sections 2.7 and 2.8(d) without the consent of each Revolving Lender, (b) alter Section 11.2 without the consent of Revolving Lenders holding at least a majority of the then outstanding Revolving Commitments and Revolving Loans or (c) alter any provisions of any Loan Document in a manner that by its terms adversely affects the rights or payments due to Lenders holding Commitments or Loans of any Class differently than those holding Commitments or Loans of any other Class without the written consent of Lenders holding a majority of the outstanding Loans and Commitments of such affected Class; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of each Issuing Lender. No provision of this Agreement affecting each Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of such Swing Line Lender. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Waiver; Amendments. Administrative Agent’s or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement shall not waive, affect or diminish any right of Administrative Agent thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Administrative Agent, Issuing Lender or the Lenders, as applicable, of an Event of Default under this Agreement or a default under any of the other Financing Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of single or partial exercise by Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single hereunder or partial exercise by any of them of any right, power or remedy under the Financing Agreements preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as otherwise set forth herein, no amendment, modification or waiver of, or consent with respect to, to (as reasonably determined by Administrative Agent) any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Financing Agreements shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Borrower and either (i) Required Lenders, or (ii) Administrative Agent with a certification that consent from the Required Lenders has been obtained, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Notwithstanding anything contained herein to the contrary, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, as applicable, (b) extend the date scheduled for payment of any principal (exclusive of (except as set forth belowmandatory prepayments) of or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) extend the Stated Maturity Date of the Loans without the written consent of all Lenders (except in accordance with the terms of this Agreement), (d) reduce the principal amount of the LoanLoans, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for any periodic adjustments of interest rates and fees as provided for in this Agreement), modification, waiver or consent shall (e) release any party from its obligations under any guaranty under the Guarantee and Collateral Agreement at any time hereafter provided, if any, or all or any substantial part substantially all of the Collateral granted hereunder or under any of the Collateral DocumentsFinancing Agreements (except as otherwise specifically permitted or provided in this Agreement), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 12.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase with respect to this subsection (e), the written consent of all Lenders, or (f) waive any condition set forth in Section 5 without the prior written consent of each Lender directly affected thereby. No provision in this Agreement with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of all Required Lenders. No provision of Section 9 11 or other provision of this Agreement affecting Administrative Agent or any Issuing Lender, in its capacity such capacity, as such shall be amended, modified or waived without the consent of AgentAdministrative Agent or such Issuing Lender, as applicable. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Samples: Loan and Security Agreement (ExamWorks Group, Inc.), Loan and Security Agreement (ExamWorks Group, Inc.)
Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release (i) increase the Line of Credit Commitment Amount, the Revolving Commitment Amount, or the amount of the Line of Credit Optional Increase or the Revolving Commitment Optional Increase (ii) extend the date for payment of any party from its guaranty under principal of or interest on the Guarantee and Collateral Agreement or all Loans or any substantial part fees payable hereunder, (iii) reduce the principal amount of any Loan, the Collateral granted under the Collateral Documentsrate of interest thereon or any fees payable hereunder, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (iv) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks, or (v) amend, modify or waive this Section 13.1 (vi) release or defer the granting or perfecting of a lien or security interest in all or substantially all or any material part of any collateral or release any guaranty or similar undertaking provided by any Person, provided however that the Agent shall be entitled to release any collateral or guaranty in connection with any sale or transfer by the Company or any Subsidiary which is permitted under the terms of this Agreement, or the other Loan Documents without notice to or any further action or consent of the Banks, (vii) terminate or modify any indemnity provided to the Banks hereunder or under any other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank; and no provision of this Agreement relating to the rights or duties of the Swing Line Bank in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Bank.
Appears in 2 contracts
Samples: Credit Agreement (Semco Energy Inc), Credit Agreement (Semco Energy Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee thereby (except for periodic adjustments of interest rates and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.fees resulting from
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Continental Materials Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase the Percentage of any CommitmentLender or increase or extend the Commitment of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (A) (i) extend the scheduled maturity date of any principal of any Loan of any Lender (excluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder to any Lender or under the other Loan Documents or (ii) reduce the principal amount of the Loanany Loan of any Lender, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder to any Lender, without, in each case, the consent of such Lender, (B) (i) release (x) the Parent or the Company from its obligations under the other Loan Parent/Company Guaranty, (y) all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guarantees or (z) all or substantially all of the collateral granted under the Collateral Documents, except any amendment required to effectuate Section 10.12(vii) or (ii) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby, (C) waive any condition set forth in Section 11.2 as to any Credit Extension under the Revolving Facility or the Term Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be or (D) change the order of application of any prepayment of Term Loans from the application thereof set forth in the applicable provisions of Section 6.4.2 in any manner that materially and adversely affects the Term Lenders without the written consent of the Required Term Lenders. No amendment, modification, waiver or consent shall release any party from its guaranty under (i) alter the Guarantee and Collateral Agreement pro rata sharing of payments required by Section 7.6 or all the pro rata reduction in Commitments required by Section 6.2.1 or any substantial part of the Collateral granted under the Collateral Documents, change (ii) amend the definition of Required Lenders, change any provision “Eligible Jurisdictions” (provided for the avoidance of this doubt that Company’s exercise of its right to add Subsidiary Borrowers in jurisdictions other than Eligible Jurisdictions pursuant to Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required 2.7(a) shall not be deemed to effect any be an amendment, modification, waiver or consent, consent with respect to the definition of “Eligible Jurisdictions”) without, in each case, the consent of all Lenderseach Lender. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, (a) the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (i) to cure any ambiguity, omission, mistake, defect or inconsistency or (ii) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2, Section 6.3, Section 8.2 (subject to the terms thereof) or Section 10.12(vii) and (b) this Agreement may be amended by delivery of a fully executed Subsidiary Borrower Supplement without the consent of any other party. The Borrowers may replace any Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).
Appears in 2 contracts
Samples: Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders Lxxxxxx having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR RateAdjusted Term SOFR and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2).
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender: (i) release any party Borrower or any Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement; (ii) release all or any substantial part of the Collateral granted under the Collateral Documents, Documents (except as permitted by Section 14.11); (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3, or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent, without, in each case, the consent of all Lenders. .
(g) No provision of Section 9 Sections 6.2.2, 6.3, or other provision 7.2.2(b) with respect to the timing or application of this Agreement affecting Agent in its capacity as such shall mandatory prepayments of the Loans may be amended, modified modified, or waived without the consent of AgentLenders having a majority of the aggregate Pro Rata Shares of the Term A Loans affected thereby, the Term B Loans affected thereby, the Term C Loans affected thereby, the Term D Loans affected thereby and the Incremental Loans affected thereby.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged and consented to in writing by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) change the Pro Rata Share of any Lender without the written consent of such Lender, (b) extend or increase the Commitment of any CommitmentLender (or reinstate any Commitment terminated pursuant to Section 13.2) without the written consent of such Lender, (c) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (d) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (e) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 6.2.2 or Section 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the written consent of the Required Lenders. No provision of Section 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Ptek Holdings Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification(d) increase the advance rates, waiver or consent shall (e) release any party guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty, other than as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 18.11), change the definition of Required Lenders, change any provision of this Section 10.120.1, change the provisions of Section 2.8.2 16.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 2.5.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 18 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, the Administrative Agent and/or a Person or Persons reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent’s request, sell and assign to the Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Manitex International, Inc.)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and [Biolase] Credit Agreement #61304369
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2 or Section 2.10.4, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (Biolase, Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (MPW Industrial Services Group Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Subject to Section 8.2(b), (c) and (d), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender (provided that an amendment, modification, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall not constitute an increase in the Commitment of any Lender), (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) mandatory prepayments pursuant to Section 6.2.4 or (y) the other Loan Documents Default Rate shall not constitute an extension of the scheduled date for payment of principal or interest), or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) the other Loan DocumentsDefault Rate or (y) Section 10.6, the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall not constitute a reduction in interest or fees payable hereunder), without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (w) [reserved], (x) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Subject to Section 15.9, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than and consented to in writing by the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no waiver of an Unmatured Event of Default or Event of Default or amendment, modification, waiver or consent with respect to Section 11.13 will be effective with respect to the Term B Lenders without the written consent of the Required Term B Lenders. No Subject to Section 15.9, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, thereby (other than the waiver of the 2% increase in interest rate due to the occurrence of an Event of Default); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of “Required Lenders”, change any provision of this Section 10.1, change the provisions of Section 2.8.2 16.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 6.2.2 or Section 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Term B Loan Lenders in their capacity as such shall be amended, modified or waived without the consent of the majority of the Term B Loan Lenders, including, without limitation, the rights of Term B Loan Lenders pursuant to Section 6.2.
Appears in 1 contract
Samples: Credit Agreement (Epiq Systems Inc)
Waiver; Amendments. No delay on the part of the Administrative ------------------ Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any Guaranty, release any substantial part of the Collateral granted under the Collateral Documentsany collateral, if any, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to ------------ effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other ---------- provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Term Loan Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Term Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.9), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Sections 6.1.2 or 6.2 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of the Required Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Term Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all such Term Loans held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Falconstor Software Inc)
Waiver; Amendments. No delay on Any failure by Agent, the part of Agent Issuing Bank or any Lender in the exercise of Lender, at any righttime or times hereafter, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise to require strict performance by any Borrower of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (Financing Agreements shall not waive, affect or diminish any right of Agent, the Issuing Bank or any subordination Lender thereafter to demand strict compliance and intercreditor agreement performance therewith. Any suspension or waiver of a Default by any Borrower under this Agreement or any of the other subordination provisions relating Financing Agreements shall not suspend, waive or affect any other Default by any Borrower under this Agreement or any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No amendment or waiver of any provision of this Agreement or any other Financing Agreement, nor consent to any other Debt) departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by the Required Lenders having aggregate Pro Rata Shares of (or by Agent on their behalf), or if Lenders shall not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreementbe parties thereto, by the parties thereto and consented to by the Required LendersLenders (or by Agent on their behalf), and then any each such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that no amendment, modification, waiver or consent shall shall, unless in writing and signed by all Lenders, do any of the following: (i) increase any Commitment, extend the date scheduled for payment Total Revolving Commitments of any principal of Lenders (except as set forth belowprovided in Subsection 2.7(D)) or subject Lenders to any additional obligations, (ii) except as otherwise expressly provided in this Agreement, reduce the principal of, or interest on on, the Loan Notes, any Letter of Credit reimbursement obligations or any fees hereunder, (iii) postpone any date fixed for any payment in respect of principal of, or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loaninterest on, the amount or rate Notes, any Letter of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) Credit reimbursement obligations or any fees or other amounts payable hereunder or under hereunder, (iv) change the other Loan Documentspercentage of the Revolving Credit Commitments (except as provided in Subsection 2.7(D)), without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of minimum requirement, necessary for Lenders or the Collateral granted under the Collateral DocumentsRequired Lenders to take any action hereunder, (v) amend or waive this Subsection 11.1, or change the definition of Required Lenders, change (vi) extend the Termination Date, or (vii) except as otherwise expressly provided in this Agreement (including without limitation as provided in Subsection 10.10(B) hereof), and other than in connection with the financing, refinancing, sale or other disposition of any provision asset of any Borrower permitted under this Section 10.1Agreement, change release any Liens in favor of Agent on all or any substantial portion of the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any Collateral; provided, further, that no amendment, modification, waiver or consent, without, consent affecting the rights or
1. Any Default or Event of Default (as defined in each case, the consent of all Lenders. No provision of Section 9 or other provision Original Agreement) existing on the date hereof is not waived by the execution of this Agreement affecting Agent in its capacity as or any other Financing Agreement and such Default or Event of Default shall be amendeda Default or Event of Default hereunder, modified as the case may be, until waived in accordance with this Subsection 11.
1. This Agreement shall not operate as a waiver of any right, power or waived without remedy of Lenders or Agent under the consent of AgentOriginal Agreement or the Security Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, change or extend the date scheduled for payment Commitment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend the scheduled date for payment of any principal of or interest on any Loan or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (iv) reduce the aggregate Pro Rata Share Total Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. So long as no Event of Default exists or will result therefrom, this Agreement may be amended with the written consent of Banks having an aggregate Total Percentage equal to or greater than 66 2/3%, the Administrative Agent and the Company (x) to add one or more credit facilities to this Agreement or to increase the Term Loans or the Revolving Commitment Amount and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents, (y) to include appropriately the Banks holding such credit facilities in any determination of the Required Banks and (z) to permit such additional extensions of credit to share ratably with the Loans in the application of mandatory prepayments pursuant to the applicable provisions of this Agreement. No provision of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.
Appears in 1 contract
Waiver; Amendments. (a) No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.
(b) If, in connection with any proposed amendment, modification, waiver or termination: (i) requiring the consent of all Banks, the consent of the Required Banks is obtained, but the consent of other Banks whose consent is required is not obtained (any such Bank whose consent is not obtained as described in this clause (i) and in clause (ii) below being referred to as a "Non-Consenting Bank"), or (ii) requiring the consent of Required Banks, the consent of Banks holding 51% or more of the aggregate Commitments is obtained, but the consent of Required Banks is not obtained, then, so long as the Agent is not a Non-Consenting Bank, at the Company's request the Agent, or a Person reasonably acceptable to the Agent, shall have the right (but shall have no obligation) to purchase from such Non-Consenting Banks, and such Non-Consenting Banks agree that they shall sell and assign to the Agent or such Person, all
Appears in 1 contract
Samples: Credit Agreement (Asg Sub Inc)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such CHICAGO/#2647830.13 Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty, other than as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 18.11), change the definition of Required Lenders, change any provision of this Section 10.120.1, change the provisions of Section 2.8.2 16.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 18 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Westmoreland Resource Partners, LP)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)), or Return Premium with respect to, the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount of the Return Premium, or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (Veru Inc.)
Waiver; Amendments. No delay on the part of Second Lien Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and approved by (i) the Borrower and (ii) Lenders having aggregate Pro Rata Term Shares of not less than the aggregate Pro Rata Term Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth belowother than amendments, modifications, waivers and consents of Sections 2.10.2 and 2.10.3) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.12.7.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Second Lien Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change amend the provisions of Section 2.8.2 2.12.2 or reduce the aggregate Pro Rata Term Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Second Lien Agent in its capacity as such shall be amended, modified or waived without the consent of Second Lien Agent.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase or extend the Commitment of any CommitmentLender without the consent of such Lender. No amendment, modification, waiver or consent shall modify the allocation of any payment between the Term Loans without the consent of Lenders holding at least 66 2/3% of the aggregate outstanding principal amount of each of the Term A Loans and the Term B Loans. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Middleby Corp)
Waiver; Amendments. 15.1.1 No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No .
15.1.2 Unless expressly set forth herein or in a Loan Document, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares Applicable Percentage of not less than the aggregate Pro Rata Shares Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. .
15.1.3 No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of each Lender directly affected thereby, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or thereby (except for periodic adjustments of interest rates and fees based on a change in the applicable level as set forth in this 1377643.07 Agreement for which no consent shall be required)), or (d) release any party all or substantially all of the Guarantors from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part substantially all of the Collateral and the Real Estate Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1.3(d) or reduce the aggregate Pro Rata Share Applicable Percentage required to effect any an amendment, modification, waiver or consent, without, in each casecase in this clause (d), the written consent of all Lenders. .
15.1.4 No provision of Section 9 Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Applicable Percentage of the Term B Loans affected thereby.
15.1.5 No provision of SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
15.1.6 Notwithstanding anything contained herein to the contrary, if a Lender fails, refuses or otherwise does not consent to any amendment, modification, waiver or restatement of this Agreement or any Loan Document, then the Company in consultation with the Administrative Agent or Administrative Agent can require, at any time within ninety (90) days following such failure or refusal, that such Lender sell to the Administrative Agent or another Lender, on no less than ten (10) Business Days prior written notice, at par (with the Company paying any LIBOR breakage costs and similar items), all of its Commitments.
Appears in 1 contract
Samples: Credit Agreement (Cpi Corp)
Waiver; Amendments. This Agreement shall not be amended, modified or supplemented without the written agreement of Borrowers and Lender at the time of such amendment, modification or supplement, except as set forth in Section 7.2 and Section 7.9. No waiver of any provision of this Agreement or any of the other Loan Documents shall be effective unless set forth in writing signed by the party making such waiver, and any such waiver shall be effective only to the extent therein set forth and for the specific purpose for which given. Failure by Lender to insist upon full and prompt performance of any provisions of this Agreement or any of the other Loan Documents, or to take action in the event of any breach of any such provision or upon the occurrence of any Event of Default, shall not constitute a waiver of any rights of Lender, and Lender may at any time thereafter exercise all available rights and remedies with respect to such breach or Event of Default. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them Lender of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification Receipt by Lender of any instrument or waiver of, document shall not constitute or consent with respect to, any provision of this Agreement, the Notes or be deemed to be an approval thereof. Any approvals required under any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall must be in writing writing, signed by Lender and approved by Lenders having aggregate Pro Rata Shares directed to Borrower. _________________________ 1 For example, the Borrowing Base Certificates as of not less than December 31, January 31 and February 28/29 may reflect the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation Eligible Inventory determined as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate physical inventory conducted as of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of AgentDecember 31.
Appears in 1 contract
Waiver; Amendments. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Xxxxxxxx (with respect to Loan Documents to which Borrower is a party), the applicable Loan Parties, and by Agent, the Required Lenders (or Agent at the direction of the Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders, and Borrower, do any of the following: (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase); (2) extend the date scheduled for payment of any principal (it being understood that waivers of mandatory prepayments hereunder shall require only the approval of the Required Lenders) of or interest on the Loans held by such Lender or any fees or other amounts payable hereunder or under the other Loan Documents, in each case, due to such Lender; (3) reduce the principal amount of any Loan held by such Lender, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of the Default Rate pursuant to Section 2.6.1); (4) [reserved]; (5) reduce the Applicable Prepayment Premium, the Default Rate, any fees or any other amounts payable hereunder or under the other Loan Documents, in each case, due to such Lender (provided that Required Lenders may rescind an imposition of the Default Rate pursuant to Section 2.6.1); or (6) consent to the assignment and delegation by Borrower or any other Loan Party of any rights or obligations under any Loan Document;
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by each directly and adversely affected Lender in addition to Agent and Borrower (with respect to Loan Documents to which Borrower is a party), and the other applicable Loan Parties, do any of the following: (1) release any party from its guaranty under the Guarantee Agreement or all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents; (2) change the definition of “Required Lenders”; (3) change any provision of this Section 10.1; (4) amend the provisions of Section 2.11.2; (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; or (6) subordinate (A) the Lien on all or substantially all of the Collateral to any Lien on the Collateral securing any other Debt incurred by any Loan Party or (B) the Senior Secured Credit Facilities in right of payment to any other Debt incurred by any Loan Party, in each case, except as expressly permitted by this Agreement as in effect on the Closing Date;
(iii) no such amendment, modification, waiver or consent shall, unless in writing and signed by Xxxxxxx having a majority of the aggregate Pro Rata Shares affected thereby (without the additional need for approval by Required Lenders), in addition to Borrower and Agent, amend, modify or waive Sections 2.9.2 or 2.9.3 with respect to the timing or application of mandatory prepayments of the Initial Term Loans;
(iv) no such amendment, modification, waiver or consent shall, unless in writing and signed by Xxxxxxx having a majority of the aggregate Pro Rata Delayed Draw Term Loan Shares (without the additional need for approval by Required Lenders), in addition to Borrower and Agent, amend, modify or waive Section 4.2 with respect to Borrowings under the Delayed Draw Term Loan Commitments hereunder; and
(v) the agreement of the Loan Parties shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders and/or Agent as among themselves.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent in addition to Borrower and Required Lenders (or all of the Lenders directly affected thereby or all of the Lenders, as the case may be in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including under the provisions of Section 9) under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment.
(d) Notwithstanding anything to the contrary contained in this Section 10.1, modification or waiver ofif at any time the Agent and Borrower shall have jointly identified an obvious error (including, or consent with respect but not limited to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1incorrect cross-reference) or any fees error or other amounts payable hereunder omission of a technical or under the other Loan Documents, withoutimmaterial nature, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change in any provision of this Section 10.1Agreement or any other Loan Document (including, change for the provisions avoidance of Section 2.8.2 doubt, any exhibit, schedule or reduce other attachment to any Loan Document), then the aggregate Agent (acting in its sole discretion) and the Borrower or any other relevant Loan Party shall be permitted to amend such provision. The Agent shall notify the Lenders of such amendment and such amendment shall become effective five (5) Business Days after such notification unless the Required Lenders object to such amendment in writing delivered to the Agent prior to such time.
(e) Notwithstanding any provision to the contrary set forth in this Agreement, it is agreed and understood as follows with respect to Defaulting Lenders:
(i) all Defaulting Lenders (and their respective Pro Rata Share required Shares of the Delayed Draw Term Loan Commitment, the Delayed Draw Term Loan and the Initial Term Loan, as applicable) shall be excluded from the determination of Required Lenders and shall not have voting rights with respect to effect any amendmentmatters requiring the approval of Required Lenders; and
(ii) no Defaulting Lender shall have any voting rights under Section 10.1(a)(i)(2) or Sections 10.1(a)(ii)(1), modification10.1(a)(ii)(2) or 10.1(a)(ii)(4). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, waiver or consentBorrower and Agent may enter into any Joinder Agreement in accordance with Section 6.8, withoutand such Joinder Agreement shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, the without any further action or consent of all Lenders. No provision of Section 9 or any other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agentparty to any Loan Document.
Appears in 1 contract
Samples: Loan and Security Agreement (Microvast Holdings, Inc.)
Waiver; Amendments. No delay on the part of Agent or any Lender Except as set forth in the exercise of any rightclauses (a) through (g) below, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto orAdministrative Agent, in the absence of such designation as to any provision of this Agreement, by Required Lenders, the Issuing Bank and the Borrowers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No .
(a) Without the consent of each Lender (including the Issuing Bank) directly affected thereby, no amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender, (ii) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or waive an Event of Default for non-payment thereof, (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon or any fees payable hereunder (provided, that Required Lenders may rescind an except for periodic changes in the Applicable Margins hereunder or resulting from the imposition of default interest the Default Rate), or (iv) reduce such Lender’s Pro Rata Share (other than in connection with any permitted increase to the Revolving Commitment Limit pursuant to Section 2.4.16.1.2).
(b) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Without the consent of each Lender directly affected thereby. No all Lenders, no amendment, modification, waiver or consent shall (i) release any party Loan Party from its obligations hereunder, under any other Loan Document or under any guaranty under of the Guarantee and Collateral Agreement Obligations or release all or any substantial part portion of the Collateral granted under the Collateral DocumentsCollateral, (ii) change the definition of Required Lenders, change any provision (iii) amend the provisions of this Section 10.1, change 15.1; (iv) increase the provisions advance rates used in calculating the Borrowing Base or (v) amend the definition of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any Share.
(c) Without the consent of the Required Facility B Lenders no amendment, modification, waiver or consentconsent shall (i) amend any provision of this Agreement if the effect is to increase the interest rate or rates per annum or fees payable with respect to the Facility A Loans if the aggregate effect of such increases or changes is to increase the interest rates in excess of two hundred (200) basis points over the interest rates otherwise set forth in this Agreement (it being understood and agreed, withouthowever, that changes to interest rates and fees resulting from fluctuations of the Base Rate, LIBOR Rate and other reference rates that may float and/or resulting from the application of the Default Rate and changes to fees and charges by the Administrative Agent are not subject to the limitations of this clause (c)(i)), (ii) amend Sections 10.1.5 (other than Section 10.1.5(a) or (d)), 10.2 (except with respect to fees and charges by the Administrative Agent), 11.1, 11.3 through 11.12, 11.14, 11.15, 11.16, 13.1.1, 13.1.4 and 13.1.5(a) (other than with respect to Section 10.1.5(a) or (d)); it being agreed and understood that this clause (ii) shall apply to amendments only and not to any waivers or consents under such Sections, (iii) amend or waive or consent to a departure from the terms of Sections 10.1.5(a), 10.1.5(d), 10.7, 13.1.2, 13.1.6, 13.1.9, 13.1.10, and 13.1.13. or (iv) except in each caseconnection with the financing, refinancing, sale or other disposition of any asset of any Loan Party permitted under this Agreement or any other Loan Document, release or subordinate (or amend the Collateral Documents where the effect of such amendment is to release or subordinate) any liens in favor of the Administrative Agent on any of the Collateral or waive or consent to a departure from the provisions of Section 11.2 if (1) the liens and security interests under the Collateral Documents securing the Obligations would be subordinated to the lien that is the subject of such waiver or consent and (2) the lien that is the subject of such waiver and consent is of a type not included in the definition of Permitted Liens (as such definition exists on the Closing Date).
(d) Without the consent of all Facility B Lenders. No provision , no amendment, modification, waiver or consent shall amend the definition of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.Required Facility B Lenders
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentBank, (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, the consent of each Lender Bank directly affected thereby. No ; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Banks or reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of each Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank. Notwithstanding anything to the contrary in this Agreement, no Defaulting Bank shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Bank may not be increased or extended without the consent of such Defaulting Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms directly affects any Defaulting Bank more adversely (other than as a result of the relative size of its Commitment) than other affected Banks shall require the consent of such Defaulting Bank. If any Bank does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, the Company may replace such non-consenting Bank (a “Non-Consenting Bank”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph).
Appears in 1 contract
Samples: Credit Agreement (Regal Beloit Corp)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any CommitmentRevolving Loan Commitment (other than pursuant to the provisions of Section 2.1.2 as in effect on the date hereof), extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.12.7.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change any of the definition definitions of Availability, Combined Eligible Availability, Borrowing Availability, Required Lenders, change any provision of this Section 10.1, change amend the provisions of Section 2.8.2 2.12.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Compass Group Diversified Holdings LLC)
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents. [Solsys Medical] A&R Credit Agreement
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (Misonix Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) waive any Unmatured Event of Default or Event of Default or release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provisions of Section 14, any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Ennis, Inc.)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, other modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Document shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall (d) release any party from its guaranty obligations under a Guaranty (except in connection with the Guarantee and Collateral Agreement or all or any substantial part permitted sale of the Collateral granted under applicable Guarantor, in which case the Collateral DocumentsAdministrative Agent may release the applicable Guarantor), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, other modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or any other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.
Appears in 1 contract
Waiver; Amendments. 15.1.1 No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No .
15.1.2 Except as set forth in Section 15.23 and in the last sentence of this Section 15.1.2, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall shall:
(a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender;
(b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder (provided that with respect to each exercise of Section 6.5 that results in a Facility Extension compliance with the consent requirements set forth in such section shall satisfy the consent requirements of this clause (b)) or under change Section 6.1.2 or Section 6.1.3 or make any other change to this Agreement that would alter the other Loan Documents or pro rata sharing of payments required thereby, in each case without the written consent of each Lender directly affected thereby;
(c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, withouthereunder, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall ;
(d) release any party the Company from its guaranty obligations under the Guarantee and Collateral its respective Security Agreement or all or any substantial part of the Collateral granted under any Collateral Documents without, in each case, the Collateral Documentswritten consent of all Lenders;
(e) change the definitions of “Applicable Requirement”, “Borrowing Base”, “Concentration Limits”, “Defaulting Investor”, “Exclusion Event”, “Non-Rated Institutional Investor”, “Rated Institutional Investor”, “Revolving Loan Availability”, “Revolving Outstandings”, “Stated Termination Date” or “Termination Date”, or any of the related defined terms, without, in each case, the written consent of all Lenders (provided that each exercise of Section 12.3 shall have the effect of extending the Termination Date and compliance with the consent requirements set forth in such section shall satisfy the consent requirements of this clause (e)); or
(f) change the definition of “Required Lenders”, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the consent of the Administrative Agent and the Company (without the consent of any other Secured Party) (A) to correct any mistakes or ambiguities of a technical nature and (B) to add any terms or conditions for the benefit of Lenders.
Appears in 1 contract
Samples: Credit Agreement (Jefferies Credit Partners BDC Inc.)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the either Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the either Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 2.6.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (PNG Ventures Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as set forth in Section 8.9(b), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, the Administrative Agent and/or a Person or Persons reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent ‘s request, sell and assign to the Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) release Borrower or consent shall release any party guarantor from its guaranty obligations hereunder or under the Guarantee Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of Borrower or any guarantor hereunder or under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of Section 7.2 or Section 7.5, any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all LendersLenders or (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 9 14 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) increase the Commitment of any CommitmentBank, (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, the consent of each Lender Bank directly affected thereby. No ; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under Subsidiaries party thereto from the Collateral DocumentsSubsidiary Guaranty, change the definition of Required Lenders, (y) change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank. If any Bank does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, the Company may replace such non-consenting Bank (a “Non-Consenting Bank”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph).
Appears in 1 contract
Samples: Credit Agreement (Regal Beloit Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent or forbearance with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Administrative Agent and signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, (i) extend the date fixed for any scheduled for payment of any principal of (except as set forth below) or interest on the Loan or Loans, any fees or other amounts payable hereunder or under the other Loan Documents any amount payable pursuant to Section 7.5 or Section 8, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest any fees payable hereunder or any amount payable pursuant to Section 2.4.17.5 or Section 8, (iii) release the Guaranty or any fees all or other amounts payable hereunder or substantially all of the collateral granted under the other Loan Collateral Documents, or (iv) change the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release extend the term of or increase the amount of any party from its guaranty under the Guarantee and Collateral Agreement or all or Commitment of any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Lender without the consent of all Lenderssuch Lender. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. Any amendment, modification, waiver or consent approved by the Required Lenders shall promptly be delivered by Administrative Agent to each Lender or made available to each Lender on the Platform.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments required under Section 6.2.2) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan or any reimbursement obligation relating to the LoanLetters of Credit, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) on any Loan or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release the Parent, modificationany Borrower, waiver or consent shall release any party other material Subsidiary, from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or Agreement, release all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than and consented to in writing by the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, thereby (other than the waiver of the 2% increase in interest rate due to the occurrence of an Event of Default); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Guaranty or the Collateral Agreement Documents or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of “Required Lenders”, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.1.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Sei Investments Co)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) release Borrower or consent shall release any party guarantor from its guaranty obligations hereunder or under the Guarantee Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of Borrower or any guarantor hereunder or under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of Section 7.2 or Section 7.5, any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders; (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto); or (f) amend the definition of “Revolving Loan Availability” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 9 14 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected 91 with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as contemplated by Section 2.1.2(c) no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents(except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, ; (d) change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders; (e) change Section 7.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (f) release any guarantor from its guarantee of the Obligations without the written consent of each Lender. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such, shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders Xxxxxxx having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agents Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. .
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender (i) release any party Borrower or any Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement, (ii) release all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent.
(g) No provision of Sections 6.2.2, without6.3, in each caseor 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby.
(h) No provision of Section 9 14 or other provision of this Agreement affecting any Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of such Agent.
(i) [Reserved]
(j) [Reserved]
(k) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Guaranty Agreement or all or any substantial part of the Collateral granted under the Collateral Documents(other than as permitted in Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Waiver; Amendments. No delay on the part of Agent or any Lender Except as set forth in the exercise of any rightclauses (a) through (i) below, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto orAdministrative Agent, in the absence of such designation as to any provision of this Agreement, by Required Lenders, the Issuing Bank and the Borrowers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No .
(a) Without the consent of each Lender (including the Issuing Bank) directly affected thereby, no amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender, (ii) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or waive an Event of Default for non-payment thereof, (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon or any fees payable hereunder (provided, that Required Lenders may rescind an except for periodic changes in the Applicable Margins hereunder or resulting from the imposition of default interest the Default Rate), or (iv) reduce such Lender’s Pro Rata Share (other than in connection with any permitted increase to the Revolving Commitment Limit pursuant to Section 2.4.16.1.2).
(b) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Without the consent of each Lender directly affected thereby. No all Lenders, no amendment, modification, waiver or consent shall (i) except as specifically provided in clause (c)(iii) below, release any party Loan Party from its obligations hereunder, under any other Loan Document or under any guaranty under of the Guarantee and Collateral Agreement Obligations or release all or any substantial part portion of the Collateral granted under the Collateral DocumentsCollateral, change (ii) amend the definition of Required Lenders, change any provision (iii) amend the provisions of this Section 10.1, change 15.1; or (iv) amend the provisions definition of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any Share.
(c) Without the consent of the Required Facility B Lenders no amendment, modification, waiver or consentconsent by the Facility A Lenders shall, withoutdirectly or (by means of amending, modifying or consenting to any departure from any defined terms which would have the effect of amending, modifying, waiving or consenting to any of the following) indirectly (i) amend any provision of this Agreement if the effect is to increase the interest rate or rates per annum or stated fees payable with respect to the Facility A Loans if the aggregate effect of such increases or changes is to increase the interest rates or stated fees in excess of two hundred (200) basis points over the interest rates or stated fees otherwise set forth in this Agreement (it being understood and agreed, however, that changes to interest rates and fees resulting from fluctuations of the Base Rate, LIBOR Rate and other reference rates that may float and/or resulting from the application of the Default Rate and changes to fees and charges by the Administrative Agent are not subject to the limitations of this clause (c)(i) and it being further understood and agreed that upon any such increase with respect to the Facility A Loans, the Facility B Lenders shall be entitled to make commensurate changes to the rates or stated fees payable with respect to the Facility B Loans without the consent of the Facility A Lenders), (ii) amend, waive or consent to a departure from: the definitions of “Material Adverse Effect,” “Maximum Revolving Commitment,” “Revolving Loan Availability;” Sections 2.1.1, 2.1.2, or 2.1.4, the provisos to, and the last sentence of (in each case, solely as it relates to the amount of the default rate of interest) Section 4.1, Sections 6 (other than Sections 6.1.1, 6.1.3 and the first paragraph of Section 6.2.1 (relating to voluntary prepayments of Revolving Loans)), 7, 10 (except with respect to Section 10.1.6, Section 10.11, and fees and charges by the Administrative Agent pursuant to Section 10.2), 11 (other than Section 11.13.3), 13 (other than with respect to any Event of Default arising as a result of the violation of any provision of this Agreement or the other Loan Documents which the Facility A Lenders are permitted to modify, waive, amend or consent to departures therefrom pursuant to the terms hereof or thereof, in each case, without the consent of any of the Facility B Lenders), or 15.6 (solely as it relates to assignment of Facility B Loans); provided, that, the consent of the Required Facility B Lenders shall not be required in connection with waivers or consents to departures from the terms of Sections 10.1 (other than Sections 10.1.5(a), 10.1.5(e) and, other than with respect to the extension of time for the delivery of the applicable financial statements, certificates and reports covered thereby, in each case, for a period not in excess of 30 days past the date upon which the failure to deliver such financial statements, certificates and/or reports would otherwise constitute an Event of Default, Sections 10.1.1, 10.1.2, and 10.1.3), 10.2 and (solely to the extent such waiver or consent relates specifically to the Facility A Obligations) 13.1.1, (iii) release or subordinate any liens securing or any guarantees of the Obligations except to the extent that such release or subordination is permitted under this Agreement and the other Loan Documents in connection with any financing, refinancing, sale or other disposition permitted under this Agreement , (iv) increase the advance rates used in the calculation of the Borrowing Base hereunder, or reduce the EDA Reserve below the lesser of its current level or the maximum amount of the exposure under the EDA Loan Guarantee then in effect with respect to the Company or any other Borrower; or (iv) amend or consent to any departure from Section 6.5 of the Guaranty and Collateral Agreement.
(d) Without the consent of the Required Facility B Lenders amend the definition of “Eligible Assignee” (solely as it relates to assignees of Facility B Loans).
(e) Without the consent of all Facility B Lenders. , no amendment, modification, waiver or consent shall amend the definition of Required Facility B Lenders.
(f) Without the consent of all Facility A Lenders, amend the definition of Required Facility A Lenders.
(g) No provision of Section 9 amendment, modification or other waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents affecting either the Administrative Agent (including each and every provision of Section 14 hereof) or the Issuing Bank, in its each case, in such Person’s capacity as such such, shall be amended, modified or waived effective without the consent of the Administrative Agent and/or the Issuing Bank, as applicable.
(h) Notwithstanding any of the foregoing to the contrary, for purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents, a Defaulting Lender shall not be considered a Lender and such Defaulting Lender’s Pro Rata Share of the Obligations shall each be deemed to be $0 until such Defaulting Lender makes the payments required in this Agreement.
(i) Notwithstanding anything contained herein to the contrary, the terms and provisions of Section 15.6.1(a) relating to the terms of any assignment may be waived, amended or modified by the Administrative Agent, the Issuing Bank, the Loan Party Representative and the effected assigning Lender, in each case, without the consent of or notice to the other Lenders, and compliance with such provisions as so waived, amended or modified shall be deemed compliance with the provisions of Section 15.6.1(a) for purposes of the remaining provisions of Section 15.6.1.
(j) Notwithstanding anything contained herein to the contrary, with respect to, and in the event of, any amendment, waiver or modification of or to this Agreement or any other Loan Document which would otherwise be approved hereunder but for the refusal of one or more requisite Facility B Lender to grant its approval thereto (a “Rejecting Facility B Lender”), such refusal shall give rise to the following rights with respect to each such Rejecting Facility B Lender (and each such Rejecting Facility B Lender hereby agrees to cooperate with and to execute and deliver, at the Borrowers’ expense, any reasonably necessary instruments, agreements and documents and take any and all such actions as may be reasonably required in connection with the enforcement of any such rights), (i) each Facility A Lender shall have the right to purchase, for cash at the closing of such purchase, its ratable share (as among all Facility A Lenders willing to make such purchase) of all (but not less than all) of any such Rejecting Facility B Lender’s outstanding Term Loan B and related Obligations owing to it hereunder in the manner set forth in Section 8.7(b) and (ii) if no Facility A Lender elects to exercise the purchase option described in the immediately preceding clause (i), then the Loan Party Representative and/or the Administrative Agent shall have the right to designate an alternative Lender (which shall meet the requirements of an Eligible Assignee) acceptable to the Administrative Agent and the Issuing Bank (such acceptance not to be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is then continuing, the Loan Party Representative, to serve as a Replacement Lender to purchase all (but not less than all), for cash at the closing of such purchase, of the Loans and all such related Obligations of such Rejecting Facility B Lender in the manner set forth in Section 8.7(b): it being agreed in either of the cases of clauses (i) and (ii) above, that no prepayment fee under Section 6.2.1(b) shall be due or payable in connection with any such purchase of any Facility B Lender’s Facility B Obligations as set forth above.
Appears in 1 contract
Waiver; Amendments. 15.1.1 No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. .
15.1.2 No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. .
15.1.3 No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for periodic adjustments of interest rates and fees based on a change in the Applicable Margin as set forth in this Agreement); (d) decrease the number stated in clause (A) of the definition of Real Estate Reserve or increase the percentage stated in clause (B) of the definition of Real Estate Reserve; or (e) subject to Section 15.1.4, modification, waiver or consent shall release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral and Real Estate Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
15.1.4 At any time after delivery of the 2004 Fiscal Year unqualified audited financial statements, if the Company obtains an investment rating from Standard & Poor’s of BBB- or Xxxxx’x Investor Service of Baa3 or Fitch’s Rating Agency of BBB-, then the Company may request, and the Administrative Agent and the Lenders shall reasonably consider and vote on, a release of all the Collateral and Real Estate Collateral securing the Facilities conditioned upon, among other things, the Company and the other Loan Parties not providing any other Person with a Lien in any of its property or assets, nor agree with any other Person not to provide a Lien in any of its property or assets, except for Permitted Liens and such other reasonable conditions as the Lenders may impose. If the Administrative Agent and the Required Lenders agree to release the Administrative Agent’s Liens on the Company’s and the Loan Parties’ assets, at the Company’s sole cost and expense, but one or more Lenders do not agree to such release (the “Dissenting Lenders”), then the Company and/or Administrative Agent may designate one or more financial institution, which may or may not be a Lender, which is acceptable to the Company, Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “New Lender”) to purchase the Loans of such Dissenting Lenders and such Dissenting Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Dissenting Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Dissenting Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Dissenting Lenders and any other amounts payable to such Dissenting Lenders under this Agreement, and to assume all the obligations of such Dissenting Lenders hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Dissenting Lenders shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Dissenting Lenders prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the New Lenders shall succeed to the rights and obligations of such Dissenting Lenders hereunder. Each Dissenting Lender shall sell its Loans as set forth in this Section 15.1.4 and use reasonable efforts to cooperate therewith. An existing Lender who is not a Dissenting Lender shall be an acceptable New Lender.
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Waiver; Amendments. (a) No delay on the part of the Agent or any Lender the Lenders in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendmentSubject to the provisions of Section 10.1(c) hereof, modification no amendment or waiver of, or supplement or other modification (which shall include any direction to the Agent pursuant) to, any Loan Document (other than the Agent Fee Letter, any Control Agreement, any Mortgage, or similar agreement or any landlord, bailee or mortgagee agreement) or any provision thereof, and no consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) departure by any Loan Party from any such Loan Documents, shall in any event be effective unless the same shall be in writing and approved signed by the Required Lenders having aggregate Pro Rata Shares (or by the Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and the Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided, however, that no such waiver, amendment, modification, waiver supplement (including any additional Loan Document) or consent shall shall, unless in writing and signed by all the Lenders directly and adversely affected thereby (or by the Agent with the consent of all the Lenders directly and adversely affected thereby), but not the Required Lenders, and the Borrower, do any of the following:
(i) increase any Commitment, or extend the Commitment of such Lender (or reinstate any Commitment terminated pursuant to Section 8.2 (it being understood that any amendment to or waiver of any condition precedent set forth in Section 4.1 or Section 4.2, any Default, any Event of Default, any mandatory prepayment of the Loans or any mandatory reduction of the Commitments shall not constitute an increase, extension or reinstatement of any Commitment of any Lender);
(ii) postpone or delay any date fixed for, or reduce or waive, any scheduled for installment of principal or any payment of interest (other than default interest pursuant to Section 2.3.1(c)), fees or other amounts (other than principal) due to such Lenders hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.4 (other than scheduled installments under Section 2.4.1) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders, and the waiver of any Default or Event of Default (other than pursuant to the failure to pay a scheduled installment under Section 2.4.1), or any mandatory reduction of any Commitments shall not constitute a postponement, delay, reduction or waiver of any scheduled installment of principal or any payment of interest, fees or other amounts);
(iii) reduce the principal of, or the rate of interest specified herein (except as set forth belowpursuant to Section 2.15(c)) (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on the Loan any Loan, or of any fees or other amounts payable hereunder or under the any other Loan Documents Document;
(iv) (A) change or reduce have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), Liens, proceeds of Collateral or reductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, pursuant to this Agreement or otherwise, of new loans or other Debt having any priority over any of the Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), or (B) advance the date fixed for, or increase, any scheduled installment of principal due to any of the Lenders under any Loan Document;
(v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the LoanLoans which shall be required for the Lenders or any of them to take any action hereunder;
(vi) amend this Section 10.1 or, subject to the terms of this Agreement, the amount or rate definition of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees provision expressly providing for consent or other amounts payable hereunder action by all Lenders; or
(vii) discharge any Loan Party from its respective payment Obligations under the Loan Documents, or under release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; it being agreed that (X) all the Lenders shall be deemed to be directly and adversely affected by an amendment, withoutwaiver or supplement described in the preceding clauses (iv)(B), (v), (vi) or (vii) and (Y) notwithstanding the preceding clause (X), only those Lenders that have not been provided a reasonable opportunity to receive the most-favorable treatment under or in each caseconnection with the applicable amendment, waiver or supplement described in the preceding clause (iv) (other than the right to receive customary administrative agency, arranging, underwriting and other similar fees) that is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in any new loans or other Debt permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and adversely affected by such amendment, waiver or supplement. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, (i) in the Required Lenders’ reasonable discretion, any written consent, amendment, or waiver contemplated by this Section 10.1 may include a consent, amendment or waiver made via electronic mail (which specifically states that it is a consent, amendment or waiver being made under this Section 10.1) with appropriate confirmations or agreements from the recipients or senders of such consent, amendment or waiver, as applicable, and (ii) any such amendment, consent, or waiver made via electronic mail in accordance with clause (i) of this sentence shall be deemed a “Loan Document” so long as identified and acknowledged and agreed to as such by the parties to such amendment, consent of each Lender directly affected thereby. or waiver.
(b) No amendment, modification, waiver or consent shall release any party from its guaranty under shall, unless in writing and signed by the Guarantee and Collateral Agreement Agent, in addition to the Required Lenders or all the Lenders directly affected thereby, as the case may be (or any substantial part of by the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Agent with the consent of the Required Lenders or all Lendersthe Lenders directly affected thereby, as the case may be), affect the rights, obligations, indemnities or duties of the Agent under this Agreement or any other Loan Document. No provision of Section 9 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.
(c) The Agent Fee Letter, any Control Agreement, any Mortgage, or similar agreement or any landlord, bailee or mortgagee agreement may be amended as provided therein and if not provided therein, by each of the parties thereto.
Appears in 1 contract
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party and, with respect to any other Loan Document, signed by the applicable Loan Party party thereto), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower (or the applicable Loan Party), do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower (or the applicable Loan Party) and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (SWK Holdings Corp)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding required prepayments of (except as set forth belowthe Loans) of or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party Guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacities as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. 15.1.1 No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No .
15.1.2 Unless expressly set forth herein or in a Loan Document, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares Applicable Percentage of not less than the aggregate Pro Rata Shares Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. .
15.1.3 No amendment, modification, waiver or consent shall (a) increase the Commitment of any CommitmentLender without the written consent of each Lender directly affected thereby, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable hereunder, or other amounts payable hereunder or under extend the other Loan Documents or date referenced in clause (a) of the definition of Termination Date without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, any L/C Borrowing, or the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any regularly scheduled fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or thereby (except for periodic adjustments of interest rates and fees based on a change in the applicable level as set forth in this Agreement for which no consent shall be required), or (d) release any party all or substantially all of the Guarantors from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part substantially all of the Collateral (except the Real Estate Collateral for which Required Lender approval shall be required) granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1.3(d) or reduce the aggregate Pro Rata Share Applicable Percentage required to effect any an amendment, modification, waiver or consent, without, in each casecase in this clause (d), the written consent of all Lenders. ; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest or fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder.
15.1.4 No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
15.1.5 Notwithstanding anything contained herein to the contrary, if a Lender fails, refuses or otherwise does not consent to any amendment, modification, waiver or restatement of this Agreement or any Loan Document, or is a Defaulting Lender, , then the Company in consultation with the Administrative Agent or Administrative Agent can require, at any time within ninety (90) days following such failure or refusal, that such Lender sell to the Administrative Agent or another Lender, on no less than ten (10) Business Days prior written notice, at par (with the Company paying any LIBOR breakage costs and similar items), all of its Commitments.
15.1.6 Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Cpi Corp)
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating than an Incremental Facility Amendment pursuant to any other DebtSection 2.1.2) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders Xxxxxxx having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may waive, or extend the date scheduled for for, payment of any principal (in each case, excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the Adjusted Term SOFR and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2).
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender: (i) release Borrower or any party Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement; (ii) release all or any substantial part of the Collateral granted under the Collateral Documents, Documents (except as permitted by Section 14.11); (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3, or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent.
(g) No provision of Sections 6.1.2, without6.2, in each caseor 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby.
(h) No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent.
(i) [Reserved]
(j) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders.
(k) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Credit Agreement (Moneylion Inc.)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase change or extend the Commitment of any CommitmentLender without the consent of such Lender. No amendment, modification, waiver or consent shall modify the allocation of any payment between the Term Loans without the consent of Lenders holding at least 66 2/3% of the aggregate outstanding principal amount of each of the Term A Loans and the Term B Loans. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Middleby Corp)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty, other than as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 18.11), change the definition of Required Lenders, change any provision of this Section 10.120.1, change the provisions of Section 2.8.2 16.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 18 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2).
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender: (i) release any party Borrower or any Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement; (ii) release all or any substantial part of the Collateral granted under the Collateral Documents, Documents (except as permitted by Section 14.11); (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3, or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent.
(g) No provision of Sections 6.2.2, without6.3, in each caseor 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term A Loans affected thereby, the Term B Loans affected thereby and the Incremental Loans affected thereby.
(h) No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent.
(i) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent, Holdings, and Borrowers to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term A Loans, the Term B Loans, the Term B Loan Commitments, and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders.
(j) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent or such other Person is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement. In the event that Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 15.6.1 within five (5) Business Days after receipt by such Non-Consenting Lender of notice of replacement pursuant to this Section 15.1(j) and presentation to such Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 15.1(j), the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower Representative, Administrative Agent and, to the extent applicable, any other Person purchasing such Loans and Commitments of the Non-Consenting Lender, shall be effective for purposes of this Section 15.1(j)
Appears in 1 contract
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 10.1 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Issuing Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent, the Collateral Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for any payment of any principal (excluding mandatory prepayments other than the mandatory prepayments due under Section 6.2.2) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all Guaranty or any substantial part of other Collateral Document (except as provided in the Collateral granted under the Collateral Documents, Intercreditor Agreement); change the definition of Required Lenders, application of payments, sharing of setoffs, or funding of any indemnification in accordance with the Pro Rata Shares of the Lenders; or change any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of any Loan Document affecting the Collateral Agent in its capacity as such shall be amended, modified or waived without the consent of the Collateral Agent. Notwithstanding anything herein to the contrary, no Defaulting Lender shall be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document or any departure therefrom or any direction from the Lenders to the Administrative Agent, and, for purposes of determining the Required Lenders at any time, the Commitment and Revolving Outstandings of each Defaulting Lender shall be disregarded. Nothing in this Section 15.1 shall be deemed to negate or otherwise affect the requirements of Section 12.1 of the Waiver and Omnibus Amendment Agreement or Section 6.4 of the Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Proquest Co)
Waiver; Amendments. No delay on the part of any Lender or Agent or any Lender holder of a Note or other Liability in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or a Note or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Related Document shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having aggregate Pro Rata Shares of not less than Borrower, the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in Agent and the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that no amendment, modification, waiver or consent shall shall, unless in writing and signed by each affected Lender, do any of the following:
(a) increase the Commitment of a Lender or subject a Lender to any Commitment, extend the date scheduled for payment of any principal of additional obligations;
(b) except as set forth below) otherwise expressly provided in this Agreement, reduce the principal of, or interest on on, the Loan Notes, any Reimbursement Obligations or any fees hereunder;
(c) postpone any date fixed for any payment in respect of principal of, or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loaninterest on, the amount or rate of interest thereon (providedNotes, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) any Reimbursement Obligations or any fees or other amounts payable hereunder or under hereunder;
(d) change the other Loan Documentspercentage of the Commitment, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of minimum requirement, necessary for Lenders or the Collateral granted under the Collateral DocumentsRequired Lenders to take any action hereunder;
(e) amend or waive this SECTION 14.1, or change the definition of Required Lenders; or
(f) except as otherwise expressly provided in this Agreement (including without limitation as provided in SECTION 11.30), change any provision of this Section 10.1and other than in connection with the financing, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendmentrefinancing, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 sale or other provision disposition of any asset of Borrower or any Subsidiary permitted under this Agreement affecting Agreement, release any Liens in favor of Agent in its capacity as such shall be amended, modified on all or waived without any substantial portion of the consent of Agent.Collateral;
Appears in 1 contract
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding required prepayments of (except as set forth belowthe Loans) of or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party Guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. If, in connection with any proposed amendment, waiver or consent requiring the consent of each Lender, each Lender affected thereby or any other similar standard, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Lxxxxxxx may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to Lxxxxxxx and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with assignment requirements as set forth in this Agreement, and (ii) Lxxxxxxx shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by Lxxxxxxx hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 7.6 and 8.1, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.4 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
Appears in 1 contract
Samples: Credit Agreement (Landauer Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase the Revolving Percentage or the Term Percentage of any CommitmentLender, or increase or extend the Commitment of any Lender, without the consent of such Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Samples: Credit Agreement (Middleby Corp)
Waiver; Amendments. No delay on the part of any Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Applicable Percentage of not less than the aggregate Pro Rata Shares Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase (i) extend the scheduled maturity date or payment date of any Commitment, principal of any Loan or extend the date scheduled for payment of any principal interest (other than waivers of (except as set forth below) or interest on the Loan or any default interest), fees or other amounts prepayment premiums on any Loan payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition other than the waiver of default interest pursuant to Section 2.4.1or the application thereof) or any fees payable hereunder, or other amounts payable hereunder or (iii) release (x) any Guarantor from its obligations under the applicable Guaranty (other Loan Documentsthan with respect to a Guarantor which ceases to be required to provide a Guaranty as a result of a transaction permitted hereunder) or (y) all or substantially all of the Collateral, without, in the case of each caseof clauses (i) through (iii) above, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of (i) amend this Section 10.1, change the provisions of Section 2.8.2 14.1 or (ii) reduce the aggregate Pro Rata Share Applicable Percentage required to effect any an amendment, modification, waiver or consent, without, in each case, consent or change the definition of “Required Lenders” without the consent of all Lenders. No provision of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified or waived without the consent of the Administrative Agent. No provision of Section 13 or other provision of this Agreement adversely affecting the Collateral Agent in its capacity as such may be amended, modified or waived without the consent of the Collateral Agent. No provision of Section 13 or other provision of this Agreement adversely affecting BMO Capital Markets, in its capacity as a Joint Lead Arranger, may be amended, modified or waived without the consent of BMO Capital Markets. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrower to the extent necessary in order to evidence and implement any Incremental Term Loans pursuant to Section 2.3. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by the fourth sentence of this Section 14.1, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below in this sentence, to replace each such non-consenting Lender or Lenders with one or more Eligible Assignees as replacement Lenders, so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event will be effective unless the same shall be it is in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. .
(b) The Agents Fee Letter may be amended, waived, consented to, or modified by the parties thereto.
(c) No amendment, modification, waiver waiver, or consent shall may extend or increase the Commitment of any CommitmentLender without the written consent of that Lender.
(d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.
(e) No amendment, modification, waiver, or other amounts payable hereunder or under the other Loan Documents or consent may reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, this Agreement without the consent of each Lender directly affected thereby. .
(f) No amendment, modification, waiver waiver, or consent shall may do any of the following without the written consent of each Lender (i) release any party Borrower or any Guarantor from its guaranty obligations, other than as part of or in connection with any disposition permitted under the Guarantee and Collateral Agreement or this Agreement, (ii) release all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (iii) change the definition definitions of Pro Rata Share or Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3, or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver waiver, or consent.
(g) No provision of Sections 6.2.2, without6.3, in each caseor 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby.
(h) No provision of Section 9 14 or other provision of this Agreement affecting any Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of such Agent.
(i) [Reserved]
(j) [Reserved]
(k) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a "Non-Consenting Lender"), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent's request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release any party from its guaranty under extend or increase the Guarantee and Collateral Agreement or all or any substantial part amount of the Collateral granted under Commitment of any Bank without the Collateral Documents, change the definition consent of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any such Bank. No amendment, modification, waiver or consentconsent shall (i) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release any Guarantor from such Guarantor’s obligations under the applicable Guaranty or all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent, the Collateral Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company and the Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto to such amendment, modification, waiver or consent or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind excluding waivers of any increases due to existence of an imposition Event of default interest pursuant to Section 2.4.1Default) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty under all or substantially all of the Guarantee and Collateral Agreement Guarantors or all or any substantial part substantially of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or 15.1or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent or the Collateral in their respective capacities as such shall be amended, modified or waived without the consent of the Administrative Agent or the Collateral Agent, as applicable. No provision of this Agreement relating to the rights or duties of any Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Agentsuch Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Subject to Section 8.2(b), (c) and (d), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender (provided that an amendment, modification, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall not constitute an increase in the Commitment of any Lender), (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) mandatory prepayments pursuant to Section 6.2.4 or (y) the other Loan Documents Default Rate shall not constitute an extension of the scheduled date for payment of principal or interest), or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) the other Loan DocumentsDefault Rate or (y) Section 10.6, the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall not constitute a reduction in interest or fees payable hereunder), without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (w) [reserved], (x) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective. Notwithstanding anything to the contrary herein, the Company may amend Schedule 9.8, Schedule 10.7 and Schedule 10.8 on the Borrowing Date by delivering to the Administrative Agent such amended schedules; provided that any Debt added to Schedule 10.7 or any Lien added to Schedule 10.8 shall be incurred after the Closing Date and permitted to be incurred under the Regal Beloit Merger Agreement. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding anything to the contrary contained herein, any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 14.1 or any termination of this Agreement by the Company, shall be subject to the prior written consent or approval of Regal Beloit.
Appears in 1 contract
Samples: Credit Agreement (Rexnord Corp)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsGuaranty (except as provided in Section 2.6), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin or consent shall other fee rates as provided for in this Agreement); or (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Guaranty and Collateral DocumentsAgreement or any other Collateral Document, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the Agent Fee Letter and SBIC Regulatory Side Letter may be amended, waived, consented to or modified by the parties thereto. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin to the extent provided for in this Agreement); or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cyalume Technologies Holdings, Inc.)
Waiver; Amendments. No delay on the part of any Lender or Agent or any Lender holder of a Note or other Liability in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or a Note or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Related Document shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that no amendment, modification, waiver or consent shall shall, unless in writing and signed by all each affected Lender, do any of the following: (i) increase the Commitment of a Lender or subject a Lender to any Commitmentadditional obligations, extend the date scheduled for payment of any principal of (ii) except as set forth below) otherwise expressly provided in this Agreement, reduce the principal of, or interest on on, the Loan Notes, any Reimbursement Obligations or any fees hereunder, (iii) postpone any date fixed for any payment in respect of principal of, or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loaninterest on, the amount or rate of interest thereon (providedNotes, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) any Reimbursement Obligations or any fees or other amounts payable hereunder or under hereunder, (iv) change the other Loan Documentspercentage of the Commitment, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of minimum requirement, necessary for the Collateral granted under Lenders or the Collateral DocumentsRequired Lenders to take any action hereunder, (v) amend or waive this Section 14.1, or change the definition of Required Lenders, change or (vi) except as otherwise expressly provided in this Agreement (including without limitation as provided in Section 11.30 hereof), and other than in connection with the financing, refinancing, sale or other disposition of any provision asset of any Borrower or Subsidiary permitted under this Section 10.1Agreement, change release any Liens in favor of Agent on all or any substantial portion of the Collateral; provided, further, that no amendment, waiver or consent affecting the rights or duties of Agent under any Related Documents shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of Borrower or any Guarantor shall not be required for any amendment, modification or waiver of the provisions of Section 2.8.2 or reduce 15.2 (other than the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision provisions of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent15.2.
Appears in 1 contract
Samples: Secured Credit Agreement (Gibraltar Packaging Group Inc)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding required prepayments of (except as set forth belowthe Loans) of or interest on the Loan Loans or any fees or other amounts payable hereunder without the written consent of each Lender directly affected thereby, or under the other Loan Documents or (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected therebythereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement). No Additionally, no amendment, modification, waiver or consent shall (i) release any party Guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (ii) modify any voting percentages of the Lenders, (iii) subordinate payment priority of the outstanding Loans under the Revolving Loan Commitment and the Term Loan Commitment and/or subordinate the liens granted to the Collateral Agent (for the benefit of the Lenders) in the Collateral, (iv) modify any provision of the Loan Documents providing for pro rata sharing of payments, or (v) change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, without the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacities as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments, the Term Loan, the Term Loan Commitment and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein - 66 - [Biolase] Credit Agreement #61304369 with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2 or Section 2.10.4, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Samples: Credit Agreement (Biolase, Inc)
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall shall
(a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all LendersLenders (other than in connection with any permitted increase to the Revolving Commitment pursuant to Section 6.1.1). No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Revolving Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty, other than as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 18.11), change the definition of Required Lenders, change any provision of this Section 10.120.1, change the provisions of Section 2.8.2 16.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 18 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate of as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend the Maturity Date or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 11(a) or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 10 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, (i) the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days) and (ii) Section 13.17 may be amended, modified or waived with the consent of DCSNA (and not with the consent of any other Lender). No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Lithia Motors Inc)
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Term Loan Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Term Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.9), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.4 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Sections 6.1.2 or 6.2 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non- Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Term Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all such Term Loans held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.12.7.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part substantially all of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change . amend the provisions of Section 2.8.2 2.12.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term A Loan. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Rosetta Stone Inc)
Waiver; Amendments. No delay on the part of Agent the Lender or any Lender Participant in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required LendersLender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentParticipant without the written consent of such Participant, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Participant directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender Participant directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required LendersLender, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all LendersParticipants. No provision of Section 9 14 or other provision of this Agreement affecting Agent the Lender in its capacity as such shall be amended, modified or waived without the consent of Agentthe Lender. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.
Appears in 1 contract
Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and
(ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.
(b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.
(c) No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.
Appears in 1 contract
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (Document, and no consent to any departure by the Company or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Guarantor therefrom, shall in any event be effective unless the same shall be in writing signed by the Required Lenders and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto orCompany or the applicable Guarantor, in as the absence of such designation as to any provision of this Agreement, by Required Lenderscase may be, and then any acknowledged by the Administrative Agent, and each such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided, however, that no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the Loanany Loan or L/C Borrowing, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment; provided, modificationhowever, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest or Letter of Credit Fees at the Default Rate (it being understood that a waiver of any condition precedent or the waiver of any Unmatured Event of Default, Event of Default or mandatory prepayment shall not constitute an extension or increase of any Lender’s commitment hereunder), (d) change Section 7.5 or Section 13.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent shall of each Lender directly affected thereby or (e) release any party from its guaranty under all or substantially all of the Guarantee and Collateral Agreement Guarantors or all or any substantial part substantially of the Collateral collateral granted under the Collateral Documents, change the definition of “Required Lenders, change ” or any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent15.1, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of any Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or not to allow a Loan Party or a Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Company (i) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) to change, modify or alter Section 7.5 or Section 13.3 or any other provision hereof relating to pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in clause (i) of this paragraph. Notwithstanding anything to the contrary herein, (x) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective and (y) in order to implement any additional Revolving Commitments in accordance with Section 6.1.1, this Agreement may be amended for such purpose (but solely to the extent necessary to implement such additional Revolving Commitments in accordance with
Section 6.1.1) by the Company, the Administrative Agent and the relevant Lenders providing such additional Commitments. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Company and the Guarantors or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 14.1 for the benefit of all the Lenders and the Issuing Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lenders or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in their respective capacities as Issuing Lender or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 7.4 (subject to the terms of Section 7.5), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Company or any Guarantor under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 14.1 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 7.5, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (SP Plus Corp)
Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders having aggregate Pro Rata Shares authorize the Agent to act within its discretion (and without notice to or the consent of not less any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 60 days). No amendment, modification, waiver or consent shall increase or extend any Commitment of any Lender without the written consent of such Lender. No amendment, modification, waiver or consent shall (i) amend, modify or waive Section 7.5, (ii) increase the Revolving Commitment Amount or the L/C Commitment Amount, (iii) extend the date for payment of any principal of or interest on the Loans, any reimbursement obligation with respect to any Letter of Credit or any fees payable hereunder, (iv) reduce the principal amount of any Loan, the rate of interest thereon, any reimbursement obligation with respect to any Letter of Credit or any fees payable hereunder, (v) release all or a substantial number of the guarantors from the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (vi) amend or modify Section 9.6.1 or Section 9.6.2 so as to reduce the minimum financial ratios set forth therein, (vii) amend or modify Section 9.6.3 or Section 9.6.4 so as to increase the maximum financial ratios set forth therein, (viii) amend or modify Section 9.6.5, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to Floor Plan Financings, (x) amend, modify or waive Section 6.3 or (xi) reduce the aggregate Pro Rata Shares expressly designated herein Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. The Agent shall not execute any material amendment, modification or waiver of, or material consent with respect thereto orto, in the absence of such designation as to any provision of this Agreement, the Guaranty or any Collateral Document unless the same shall be approved in writing by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.
Appears in 1 contract
Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Term Loan Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Term Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.9), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Sections 6.1.2 or 6.2 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Term Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all such Term Loans held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.
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Samples: Term Loan Credit Agreement
