Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 6 contracts
Samples: Restatement Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Endurance International Group Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Pari Passu Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Pari Passu Secured Parties and Additional First-Lien Pari Passu Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien other Pari Passu Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Pari Passu Secured Party, the Existing Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Pari Passu Obligations in compliance with the Credit Agreement and the other Secured Credit DocumentsIndenture.
Appears in 4 contracts
Samples: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 4 contracts
Samples: First Lien Intercreditor Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (Cedar Fair L P), Amendment Agreement (MPBP Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 4 contracts
Samples: First Lien Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.), Second Lien Credit Agreement (Post Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided, further that without any action or consent of any Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article IX and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 10.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of Pari Passu Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance with an Authorized Officer of the Credit Agreement and the other Secured Credit DocumentsBorrower certifying that such Refinancing is permitted hereunder.
Appears in 4 contracts
Samples: Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) . Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any such termination, waiver, amendment or modification which by the terms of this Agreement requires Grantor without the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional First Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Company, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with and are reasonably satisfactory to the Credit Agreement Collateral Agent and the other Secured Credit Documentseach such Authorized Representative.
Appears in 3 contracts
Samples: Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyHoldings’ or a Borrower’s or other Grantor’s consent or which increases the obligations or reduces the rights of the Company Holdings or any Borrower or other Grantor, with the consent of the CompanyHoldings or such Borrower or other Grantor).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit DocumentsAgreement.
Appears in 3 contracts
Samples: Credit Agreement (Cbre Group, Inc.), Amendment and Restatement Agreement (Cbre Group, Inc.), Credit Agreement (Cb Richard Ellis Group Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 3 contracts
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Dunkin' Brands Group, Inc.), Pari Passu Intercreditor Agreement (CNO Financial Group, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Representative.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 6.20 of the Guarantee and Collateral Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien other Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 3 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and (acting at the written direction of the requisite holders of the applicable Series of First Lien Obligations), each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by acting at the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights written direction of the Company or any other Grantor, with the consent requisite holders of the Company)applicable Series of First Lien Obligations) and the Obligors.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Obligor), at the request of any Collateral Agent (acting at the written direction of the requisite holders of the applicable Series of First Lien Obligations), any Authorized Representative (acting at the written request of the requisite holders of the applicable Series of First Lien Obligations) or First-Lien Secured PartyObligor, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative; provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an Authorized Officer of the Obligors (and any other documents required pursuant to the applicable Secured Credit Agreement and Documents) to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 3 contracts
Samples: First Lien Intercreditor Agreement (DISH Network CORP), Indenture Agreement (DISH Network CORP), Indenture (DISH Network CORP)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and, only to the extent such amendment or other modification would materially and each Collateral Agent adversely affect any right or obligation of any Grantor hereunder or under any Secured Credit Document or would impose any additional obligations on the Grantors, the Borrower. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Borrower, at the Borrower’s expense, and without the consent of any Authorized Representative or any First-Priority Secured Party, to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) in accordance with clause (c) below and Section 5.14, to the extent such obligations are not prohibited by any Secured Credit Document. Notwithstanding the foregoing, this Agreement shall terminate with respect to any a Series of First-Priority Obligations (and the Authorized Representative with respect thereto) upon the Discharge of such termination, waiver, amendment or modification which by the terms Series of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)First-Priority Obligations.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 5.14 and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 3 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Term Loan Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent the Company. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense, and without the consent of any Authorized Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any Secured Credit Document. Each party to this Agreement agrees that (i) at the request (and with respect to sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such terminationmodifications and/or enter into an amendment, waiver, amendment a restatement or modification which by the terms a supplement of this Agreement requires to facilitate such modifications (it being understood that such actions shall not be required for the Company’s consent or which increases the obligations or reduces the rights effectiveness of any such modifications) and (ii) the Company or any other Grantor, with the consent shall be a beneficiary of the Companythis Section 5.02(b).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 5.19 of the Collateral Agreement (or the Equivalent Provision thereof) and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 3 contracts
Samples: First Lien/First Lien Intercreditor Agreement (ADT, Inc.), First Lien Credit Agreement (ADT, Inc.), First Lien/First Lien Intercreditor Agreement (ADT, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent Agent. Each party to this Agreement agrees that (i) none of Intermediate Holdings and with respect the other Grantors shall have any right to consent to or approve any such terminationamendment, waiver, amendment modification or modification which by the terms waiver of any provision of this Agreement requires except to the Company’s consent or which increases the obligations or reduces the rights of the Company extent Intermediate Holdings’ or any other Grantorof such Grantors’ rights are adversely affected, with in which case Intermediate Holdings shall have the right to consent to or approve any such amendment, modification or waiver, and (ii) Intermediate Holdings shall be a beneficiary of the Companythis Section 5.02(b).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 5.20 of the Collateral Agreement (or the Equivalent Provision thereof) and, upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 3 contracts
Samples: First Lien Intercreditor Agreement (Momentive Performance Materials Inc.), Credit Agreement (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of any Grantor without the Company or any other Grantor, with the consent of the Company).
Borrower’s prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any Authorized Representative (A) this Agreement may be supplemented by a Collateral Agent Joinder Agreement, and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article VII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 8.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement such Refinancing and the other Secured Credit Documentsare reasonably satisfactory to each such Collateral Agent.
Appears in 3 contracts
Samples: First Lien Intercreditor Agreement (Ami Celebrity Publications, LLC), Intercreditor Agreement (Integra Leasing As), First Lien Intercreditor Agreement (Reddy Ice Holdings Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each the Company. Notwithstanding anything in this Section 5.03(b) to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense, and without the consent of any Authorized Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any First-Priority Collateral Agent Document. Each party to this Agreement agrees that (i) at the request (and with respect to sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such terminationmodifications and/or enter into an amendment, waiver, amendment a restatement or modification which by the terms a supplement of this Agreement requires to facilitate such modifications (it being understood that such actions shall not be required for the Company’s consent or which increases the obligations or reduces the rights effectiveness of any such modifications) and (ii) the Company or any other Grantor, with the consent shall be a beneficiary of the Companythis Section 5.03(b).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 2.08 or 5.02 and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (DS Services of America, Inc.), Credit Agreement (Sprouts Farmers Markets, LLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Controlling Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement Agreement, any Initial Additional First Lien Documents and the other Secured Credit any Additional First Lien Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 7.20 of the Collateral Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (Momentive Specialty Chemicals Inc.), Amendment Agreement (Hexion Specialty Chemicals, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 the form of Exhibit A hereto, and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Toys R Us Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative Collateral Agent then party hereto and each the Borrower; provided, further that without any action or consent of any Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article IX and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 10.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance with an Authorized Officer of the Credit Agreement and the other Secured Credit DocumentsBorrower certifying that such Refinancing is permitted hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyGrantor’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the CompanyGrantor).
(c) Notwithstanding the foregoing, without the consent of any FirstPari Passu-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 2.08 and upon such execution and delivery, such Authorized Representative and the Additional FirstPari Passu-Lien Secured Parties and Additional FirstPari Passu-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional FirstPari Passu-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, in connection with any Refinancing of Pari Passu-Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Pari Passu-Lien Secured Party or the Grantor), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Issuer, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an authorized officer of the Credit Agreement and Issuer to the other effect that such Refinancing is permitted by the then existing Secured Credit Note Documents.
Appears in 2 contracts
Samples: Supplemental Indenture (Centrus Energy Corp), Pari Passu Lien Intercreditor Agreement (Centrus Energy Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and and, with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured PartyParty or Authorized Representative, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement as set forth in accordance with Section 5.13 6.01 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents Applicable Authorized Representative and the Company may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the General Credit Facilities Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Second Lien Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative Second Lien Collateral Agent and each Collateral Agent (and with Second Lien Representative then party hereto; provided that no such agreement shall by its terms adversely affect in any material respect to the rights or obligations of any such termination, waiver, amendment or modification which by the terms of this Agreement requires Grantor without the Company’s consent prior written consent; provided, further that without any action or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Second Lien Secured PartyCollateral Agent or Second Lien Representative (i) (A) this Agreement may be supplemented by a Second Lien Joinder Agreement, any Authorized and an Additional Second Lien Collateral Agent and Additional Second Lien Representative may become a party hereto hereto, in accordance with Article IX and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement new Grantor may become a party hereto, in accordance with Section 5.13 10.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of Second Lien Obligations of any Class, the Series for which such Authorized Representative is acting Second Lien Collateral Agents and Second Lien Representatives then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Second Lien Claimholder), at the request of any Second Lien Collateral Agent, Second Lien Representative or First-Lien Secured Partythe Company, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that no such Second Lien Collateral Agent or Second Lien Representative shall be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance with an Authorized Officer of the Credit Agreement and the other Secured Credit DocumentsCompany certifying that such Refinancing is permitted hereunder.
Appears in 2 contracts
Samples: Intercreditor Agreement (Summit Midstream Partners, LP), Indenture (Summit Midstream Partners, LP)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Issuer, the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of any Grantor without the Company or any other Grantor, with the consent of the Company).
Issuer’s prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional First Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Secured Party), at the request of any Authorized Representative or First-Lien Secured Partythe Issuer, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations and are in compliance with form reasonably satisfactory to the Credit Agreement Collateral Agent and the other Secured Credit Documentseach such Authorized Representative.
Appears in 2 contracts
Samples: Indenture (BMC Stock Holdings, Inc.), Indenture (BMC Stock Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement Agreements in accordance with Section 5.13 6.19 of the Security Agreement and Section 5.18 of the IP Security Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-Lien Permitted Debt Offering Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Nielsen CO B.V.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect Agent. The Grantors shall not have any right to consent to or approve any such terminationamendment, waiver, amendment modification or modification which by the terms waiver of any provision of this Agreement requires except to the Company’s extent their rights or obligations are adversely affected (in which case the Borrower shall have the right to consent to or which increases the obligations approve any such amendment, modification or reduces the rights of the Company or any other Grantor, with the consent of the Companywaiver).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement Agreement, the Indenture and the other Secured Credit any Additional First Lien Documents.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (Cco Holdings LLC), First Lien Intercreditor Agreement (Cco Holdings LLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder AgreementAgreement or any Supplement contemplated by Section 5.16) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Pari Passu Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting hereunder agree to be bound by, and shall be subject to to, the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of Pari Passu Obligations of any Series, or the incurrence of Additional Obligations of any Series, the Collateral Agents and the Authorized Representatives then each party hereto shall enter (and is hereby authorized to enter without the consent of any other Pari Passu Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with the Secured Credit Agreement Documents and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible Officer of the other Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Dayforce, Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties that become subject to this Agreement after the date hereof and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence Incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents. With respect to any Additional Class Debt that is Incurred after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Authorized Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement, the then existing Security Documents (or execute and deliver such additional Security Documents) as may from time to time be reasonably requested by such Persons, to ensure that such Additional Class Debt are secured by, and entitled to the benefits of, the relevant Security Documents relating to such Additional Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Applicable Authorized Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents).
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b5.01(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of adversely affects the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and Collateral Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative and Collateral Agent is acting shall be subject to the terms hereof and the terms of the Additional First-First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may may, at the expense of the Grantors, effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Pari Passu Intercreditor Agreement (Sotera Health Co), First Lien Pari Passu Intercreditor Agreement (Sotera Health Topco, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided, further that without any action or consent of any Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article IX and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 10.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance with an Authorized Officer of the Credit Agreement and the other Secured Credit DocumentsBorrower certifying that such Refinancing is permitted hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Red Lion Hotels CORP), Credit Agreement (Hilton Grand Vacations Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided further that (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article VII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 8.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing and are reasonably satisfactory to each such Collateral Agent; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations an Authorized Officer of the Borrower, in compliance with the Credit Agreement form reasonably satisfactory to such Collateral Agent, certifying that such Refinancing and the other Secured Credit Documentssuch amendment or modification are permitted hereunder.
Appears in 2 contracts
Samples: Credit Agreement (American Renal Associates LLC), Intercreditor Agreement (American Renal Associates LLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and Representative, each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Grantors.
(c) Notwithstanding the foregoing, without the consent of any First-Second Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-Second Lien Secured Parties and Additional First-Second Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of Second Lien Obligations of any Series, or the incurrence of Additional Second Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Second Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an Authorized Officer of the Credit Agreement and Borrower to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent (and with respect the Company. Notwithstanding anything in this Section 5.02(b) to any such terminationthe contrary, waiver, amendment or modification which by the terms of this Agreement requires may be amended from time to time at the request of the Company, at the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantorexpense, with the consent of the Company).
(c) Notwithstanding the foregoing, and without the consent of any Authorized Representative or any First-Lien Priority Secured PartyParty to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any First-Priority Collateral Document, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement. Each party to this Agreement agrees that (i) at the request (and sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications), (ii) the Company shall be a beneficiary of this Section 5.02(b) and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Company, the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any such termination, waiver, amendment or modification which by the terms of this Agreement requires Grantor without the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional First Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Secured Party), at the request of any Authorized Representative or First-Lien Secured Partythe Company, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations and are in compliance with form reasonably satisfactory to the Credit Agreement Collateral Agent and the other Secured Credit Documentseach such Authorized Representative.
Appears in 2 contracts
Samples: Indenture (United States Steel Corp), Indenture (United States Steel Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right right, remedy, privilege or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, remedy, privilege or power, or any abandonment or discontinuance of steps to enforce such a right right, remedy, privilege or power, preclude any other or further exercise thereof or the exercise of any other right right, remedy, privilege or power. The rights rights, powers, privileges and remedies of the parties hereto are cumulative and are not exclusive of any rights rights, powers, privileges or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and Representative, each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Grantors.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Pari Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Pari Secured Parties and Additional First-Lien Pari Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of Pari Obligations of any Series, or the incurrence of Additional Pari Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Pari Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower Representative, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an Authorized Officer of the Credit Agreement and Borrower Representative to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreementthe provision of security for one or more additional Series as provided for herein) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 7.09(c) of the Guarantee and Collateral Agreement and upon such execution and deliverydelivery and the delivery by the Borrower of the documents required by said Section 7.09(c), such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be thereupon become subject to and bound by the terms and conditions hereof and the terms and conditions of the Additional First-Lien other Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, and at the Collateral Agents may effect amendments and modifications to request of the Borrower, the parties hereto shall amend this Agreement to in connection with the extent necessary to reflect any incurrence Refinancing of any Additional First-Lien Obligations Credit Agreement, in compliance with order to amend any defined terms or section references contained herein to the Credit Agreement being Refinanced to the equivalent defined terms or sections references to the Refinanced Credit Agreement or to the Guarantee and Collateral Agreement or any replacement Security Document entered into in connection with the other Refinanced Credit Agreement, so long as the Borrower delivers to each party hereto a certificate of the Borrower stating that such amendment is permitted by the terms of each then extant Secured Credit DocumentsDocument.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Community Health Systems Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and Representative, each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Grantors.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an Authorized Officer of the Credit Agreement and Borrower to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (OneStream, Inc.), First Lien Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and and, each Collateral Agent (and with respect to Agent; provided that any such terminationamendment, waiver, amendment supplement or modification waiver which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases or could reasonably be expected to increase the obligations or reduces or could reasonably be expected to reduce the rights of of, imposes additional duties on, or otherwise adversely affects the Company Borrower or any other Grantor, with shall require the consent of the Company)Borrower.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may may, and at the request of the Borrower shall, effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations or any Refinancing of First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit First Lien Debt Documents; provided, that the Collateral Agents may condition their execution and delivery of any such amendment or modification on receipt of an officer’s certificate from the Borrower certifying that such incurrence or Refinancing is permitted by the then extant First Lien Debt Documents.
Appears in 2 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral the Second Lien Agent (and with respect and, to the extent any such terminationGrantor’s rights are adversely affected, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Second Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Other Second Lien Secured Parties and Additional First-Other Second Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other Second Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Pari Passu Intercreditor Agreement (MBOW Four Star, L.L.C.), Term Loan Agreement (MBOW Four Star, L.L.C.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Senior Representative and each Collateral Agent (and with respect to Agent; provided that any such terminationamendment, waiver, amendment supplement or modification waiver which by the terms of this Agreement requires the CompanyBorrower’s or another Grantor’s consent or which increases the obligations or reduces the rights of of, or otherwise adversely affects, the Company Borrower or any other Grantor, with shall require the consent of the Company)Borrower and any such other Grantor.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Senior Secured Party, any Authorized Senior Representative and any Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative Senior Representative, such Collateral Agent and the Additional First-Lien Other Senior Secured Parties and Additional First-Lien Other Senior Obligations of the Series for which such Authorized Senior Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Senior Representative or First-Lien Senior Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Other Senior Obligations in compliance with the Initial Credit Agreement and the other Secured Senior Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Companyany Borrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms teinis of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent of the Borrower or which increases could reasonably be expected to be materially adverse to the interests, rights, liabilities or privileges of any Grantor or imposes additional duties or obligations or reduces the rights of the Company or on any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Senior Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Senior Lien Secured Parties and Additional First-Senior Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other Senior Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Senior Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Senior Lien Obligations in compliance with the Credit Agreement and the other Secured Credit DocumentsAgreement.
Appears in 2 contracts
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent (and with respect the Borrower. Notwithstanding anything in this Section 5.02(b) to any such terminationthe contrary, waiver, amendment or modification which by the terms of this Agreement requires may be amended from time to time at the Company’s consent or which increases the obligations or reduces the rights request of the Company or any other GrantorBorrower, with at the consent of the Company).
(c) Notwithstanding the foregoingBorrower’s expense, and without the consent of any Authorized Representative or any First-Lien Priority Secured Party, to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) in accordance with clause (c) below and Section 5.14, to the extent such obligations are not prohibited by any Secured Credit Document and to extent necessary to reflect the execution and delivery by any Authorized Representative may become a party hereto by execution and delivery of a Joinder Junior Lien Intercreditor Agreement or non-disturbance or similar agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.5.15
Appears in 2 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Senior Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyRite Aid’s consent or which increases the obligations or reduces the rights of the Company Rite Aid or any other GrantorSubsidiary Guarantor, with the consent of the CompanyRite Aid).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Senior Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Senior Debt Parties and Additional First-Lien Senior Debt Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security other Senior Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Senior Secured Party, the Senior Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations Senior Debt in compliance with the Credit Agreement Senior Debt Documents and the other Secured Credit Second Priority Debt Documents.
Appears in 2 contracts
Samples: Senior Lien Intercreditor Agreement, Senior Lien Intercreditor Agreement (Rite Aid Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative Collateral Agent. The Borrower and each Collateral Agent (and with respect the other Grantors shall not have any right to consent to or approve any such terminationamendment, waiver, amendment modification or modification which by the terms waiver of any provision of this Agreement requires except to the Company’s extent their rights or obligations are adversely affected (in which case the Borrower shall have the right to consent to or which increases the obligations approve any such amendment, modification or reduces the rights of the Company or any other Grantor, with the consent of the Companywaiver).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Controlling Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement Indenture and the other Secured Credit any Additional First Lien Documents.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (ORBCOMM Inc.), First Lien Intercreditor Agreement (ORBCOMM Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the CompanyU.S. Borrower’s consent or which increases the obligations or reduces the rights of the Company U.S. Borrower or any other Grantor, with the consent of the CompanyHoldings).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Indenture (SITEL Worldwide Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminatedamended, waivedmodified, amended terminated or modified (other than pursuant to any Joinder Agreement) waived except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waivermodify, amendment terminate, waive or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of any Grantor without the Company or any other GrantorBorrowers’ prior written consent; provided, with the consent of the Company).
further, that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.13 and (B) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and a Successor Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement hereto, in accordance with Section 5.13 Article VI, and upon such execution and delivery(ii) in connection with any Refinancing of Obligations of either Class, such the Authorized Representative Representatives, the Borrowers and the Additional First-Lien Secured Parties Grantors may enter into (and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter into without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect ) such amendments and or modifications to of this Agreement to the extent as (A) are reasonably necessary to reflect such Refinancing or (B) are otherwise reasonably satisfactory and acceptable to the Authorized Representatives, the Borrowers and the Grantors (it being understood and agreed that no such amendment or modification shall alter in any incurrence adverse respect the rights of the Secured Parties of any Additional First-Lien Class to receive distributions in respect of Obligations in compliance with of such Class pursuant to Section 2.01(b) as compared to the Credit Agreement and comparable rights of the Secured Parties of any other Secured Credit DocumentsClass).
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement Agree- ment or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Representative.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Se- cured Party, any Authorized Representative may become a party hereto by execution and delivery deliv- ery of a Joinder Agreement in accordance with Section 5.13 the form of Exhibit A hereto and upon such execution and deliverydeliv- ery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject sub- ject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided, further that without any action or consent of any Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article VII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 9.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance with an Authorized Officer of the Credit Agreement and the other Secured Credit DocumentsBorrower certifying that such Refinancing is permitted hereunder.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (APX Group Holdings, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the each other then extant Secured Credit DocumentsDocument.
(e) Notwithstanding the foregoing, any Grantor may become a party hereto by execution and delivery to the Applicable Authorized Representative of an assumption or joinder agreement in accordance with Section 5.16.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Walter Energy, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent the Borrower. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Borrower, at the Borrower’s expense, and without the consent of any Authorized Representative or any First-Priority Secured Party, to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) in accordance with clause (c) below and Section 5.14, to the extent such obligations are not prohibited by any Secured Credit Document and to extent necessary to reflect the execution and delivery by any Authorized Representative of a Junior Lien Intercreditor Agreement or non-disturbance or similar agreement in accordance with Section 5.15 below. Each party to this Agreement agrees that (i) at the request (and sole expense) of the Borrower, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications) and (ii) the Grantors shall be express third party beneficiaries of this Section 5.02(b). Notwithstanding the foregoing, this Agreement shall terminate with respect to any a Series of First-Priority Obligations (and the Authorized Representative with respect thereto) upon the Discharge of such termination, waiver, amendment Series of First-Priority Obligations (or modification which by in the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights case of the Company or any other GrantorRevolving Credit Agreement Obligations, with the consent Discharge of the CompanyRevolving Credit Agreement Obligations).
(c) Notwithstanding the foregoing, without the consent of any First-Lien First- Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 5.14 and, upon such execution and delivery, such Authorized Representative and the Additional First-Lien Other First- Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (Uber Technologies, Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder AgreementAgreement or any Supplement contemplated by Section 5.16) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s Borrowers’ consent or which increases the obligations or reduces the rights of the Company or otherwise materially adversely affects any Borrower or any other Grantor, with the consent of the CompanyBorrowers).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting hereunder agree to be bound by, and shall be subject to to, the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrowers, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with the Secured Credit Agreement Documents and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible Officer of the other Borrowers to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Nuvei Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of any Grantor without the Company or any other Grantor, with the consent of the Company).
Issuer’s prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional First Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Issuer, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the Collateral Agent and each such Authorized Representative; provided, however, that in entering into any incurrence such amendments or modifications of any Additional First-Lien Obligations this Agreement the Collateral Agent shall be entitled to receive, and shall be fully protected in compliance with relying upon, the Credit Agreement and documents specified under Section 9.06 of the other Secured Credit DocumentsIndenture.
Appears in 1 contract
Samples: Indenture (Rotech Healthcare Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s or other Grantor’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower or other Grantor).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Pari Passu Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Pari Passu Secured Parties and Additional First-Lien Pari Passu Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other Additional First-Lien Pari Passu Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Pari Passu Secured Party, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Pari Passu Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Costar Group Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement Agreement.
(e) Notwithstanding the foregoing, any Grantor may become a party hereto by execution and delivery to the other Secured Credit DocumentsCollateral Agent of an assumption or joinder agreement in accordance with Section 5.15.
Appears in 1 contract
Samples: Indenture (National CineMedia, LLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any such termination, waiver, amendment or modification which by the terms of this Agreement requires Grantor without the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional First Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Company, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with and are reasonably satisfactory to the Credit Agreement Collateral Agent and the other Secured Credit Documentseach such Authorized Representative.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Authorized Representative or First-First Lien Secured Party or any Loan Party), at the request of any Collateral Agents may effect Agent or any Authorized Representative, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an Authorized Officer of the Credit Agreement and Borrower to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
(e) In executing any amendment hereto, the First Lien Notes Collateral Agent shall be fully protected in relying on for all purposes the opinion and certificate to which it is entitled under Article IX of the Indenture.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Allegiant Travel CO)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Senior Secured PartyParty (and with respect to any termination, waiver, amendment or modification which by the terms of this Agreement requires the Borrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Borrower or any other Grantor, with the consent of the Borrower), any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Senior Secured Parties and Additional First-Lien Senior Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Senior Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Senior Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Senior Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreementthe provision of security for one or more additional Series as provided for herein) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any FirstJunior-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 6.09(c) of the Junior-Priority Collateral Agreement and upon such execution and deliverydelivery and the delivery by the Company of the documents required by said Section 6.09(c), such Authorized Representative and the Additional FirstJunior-Lien Priority Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be thereupon become subject to and bound by the terms and conditions hereof and the terms and conditions of the Additional First-Lien other Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or FirstJunior-Lien Priority Secured Party, and at the Collateral Agents may effect amendments and modifications to request of the Company, the parties hereto shall amend this Agreement in connection with the Refinancing of Junior-Priority Obligations of any Series, in order to amend any defined terms or section references contained herein to the extent necessary Junior-Priority Secured Documents governing such Junior-Priority Obligations being Refinanced to reflect the equivalent defined terms or sections references to the Refinanced Junior-Priority Obligations of such Series or to the Junior-Priority Collateral Agreement or any incurrence of any Additional First-Lien Obligations replacement Security Document entered into in compliance connection with the Credit Agreement and Refinanced Junior-Priority Obligations of such Series, so long as the other Company delivers to each party hereto a certificate of the Company stating that such amendment is permitted by the terms of each then extant Junior-Priority Secured Credit DocumentsDocument.
Appears in 1 contract
Samples: Junior Priority Lien Pari Passu Intercreditor Agreement (Community Health Systems Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and and, with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, (i) any Authorized Representative and Additional First-Lien Collateral Agent may become a party hereto by execution and delivery of a an applicable Joinder Agreement by such Authorized Representative and/or such Additional First-Lien Collateral Agent in accordance with Section 5.13 5.13(a) and upon such execution and delivery, such Authorized Representative Representative, such Additional First-Lien Collateral Agent and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is and/or such Additional First-Lien Collateral Agent are acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto and (ii) any New Credit Agreement Agent may become a party hereto by execution and delivery of an applicable Joinder Agreement by such New Credit Agreement Agent in accordance with Section 5.13(b) and upon such execution and delivery, such New Credit Agreement Agent and the related Credit Agreement Secured Parties shall be subject to the terms hereof and the terms of the Credit Agreement Collateral Documents applicable thereto.
(d) It is understood and agreed that Holdings, the Company and each other Grantor on the date of this Agreement shall constitute the original Grantors party hereto. The original Grantors hereby covenant and agree to cause each Subsidiary of the Company which becomes a Loan Party after the date hereof to contemporaneously become a party hereto (as a Grantor) by executing and delivering to the Applicable Authorized Representative an assumption agreement substantially in the form of Annex IV hereto (with such changes as may be reasonably approved by the Applicable Authorized Representative and the Company). The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person which becomes a Grantor at any time (and any security granted by any such Person) shall be subject to the provisions hereof as fully as if same constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.
(e) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Borrowers.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications US-DOCS\99073489.6 to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any FirstSecond-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional FirstSecond-Lien Secured Parties and Additional FirstSecond-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of Second-Lien Obligations of any Series, or the incurrence of Additional Second-Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Second-Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from an authorized officer of the Credit Agreement and Borrower to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) . Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Representative, the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Borrower. Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.20 of the Security Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) . Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, any additional Grantor may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.16 of the Collateral Agents may effect amendments Security Agreement and modifications to this Agreement upon such execution and delivery, such Grantor shall be subject to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement terms hereof and the terms of the other Secured Credit DocumentsFirst Lien Security Documents applicable thereto.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires Holdings’ consent, adversely affects the Company’s consent rights of the Grantors under the Secured Credit Documents, or which increases the obligations or reduces the rights of the Company Holdings or any other Grantor, with the consent of Holdings); provided, that an executed copy of any such termination, waiver, amendment or modification shall be provided to Holdings upon the Company)effectiveness thereof.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents and the Authorized Representatives then party hereto may effect amendments and modifications to this Agreement to the extent reasonably necessary to reflect any incurrence of any Additional First-Obligations or the Refinancing of any Series of First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification upon receipt of a certificate of an authorized officer of the Company to the effect that such incurrence or Refinancing is permitted by each then extant Secured Credit Document.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right right, power or power hereunder shall operate privilege or requiring the satisfaction of any condition hereunder, and no course of dealing between the Debtors and the Administrative Agent operates as a waiver thereofor estoppel of any right, nor shall any remedy or condition. No single or partial exercise of any such right or power, remedy under this Agreement precludes any simultaneous or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the subsequent exercise of any other right right, power or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstancesprivilege.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative Collateral Agent and the Parent and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Loan Party.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Applicable Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement, the Term Loan Agreement and the other Secured Credit any Additional First Lien Documents.
(e) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, the Collateral Agents may affect amendments and modifications to this Agreement to the extent required to appoint a sub-agent in accordance with Section 5.24 of this Agreement.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Cardtronics PLC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) . Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of the Company or any other Grantor, with the consent of the Company).
Pulitzer Entity without such Pulitzer Entity’s prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any Authorized Representative (A) this Agreement may be supplemented by a Joinder Agreement, and an Additional Agent may become a party hereto hereto, in accordance with Article VIII and (B) this Agreement may be supplemented by execution a Pulitzer Entity Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 9.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement such Refinancing and the other Secured Credit Documentsare reasonably satisfactory to each such Collateral Agent.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each (or its authorized agent), the Collateral Agent and the Company. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense, and without the consent of any Authorized Representative, the Collateral Agent or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any Secured Credit Document. Each party to this Agreement agrees that (i) at the request (and with respect to sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such terminationmodifications and/or enter into an amendment, waiver, amendment a restatement or modification which by the terms a supplement of this Agreement requires to facilitate such modifications (it being understood that such actions shall not be required for the Company’s consent or which increases the obligations or reduces the rights effectiveness of any such modifications) and (ii) the Company or any other Grantor, with the consent shall be a beneficiary of the Companythis Section 5.02(b).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 5.19 of the Collateral Agreement (or the Equivalent Provision thereof) and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Cec Entertainment Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents and the Company may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of any Grantor without the Company or any other GrantorBorrower’s prior written consent; and provided, with the consent of the Company).
further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any Authorized Representative (A) this Agreement may be supplemented by an Agent Joinder Agreement, and an Additional Agent may become a party hereto hereto, in accordance with Article VII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 9.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of the Common Collateral Agents may Agent, any Agent or the Borrower, into such amendments or modifications of this Agreement and the Secured Credit Documents as are reasonably necessary to reflect such Refinancing and the terms of this Agreement, in each case in a form reasonably satisfactory to each such Agent. Notwithstanding anything to the contrary in this Agreement, no Agent or its Related Secured Party shall be required to enter into any amendment or modification of this Agreement or any Secured Credit Document, which would (A) necessitate a re-filing or a fresh filing of any Secured Credit Document with any applicable registry; (B) reasonably be expected to have a material adverse effect amendments and modifications on the secured rights (including, without limitation, priority or ranking of any Lien) of such Agent or its Related Secured Party or (C) have the effect (temporary or otherwise) of removing assets subject to any Liens that have been granted by the Borrower or any Grantor for the benefit of such Agent or its Related Secured Party other than (with regards to this Agreement sub-paragraph (C)) to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with expressly permitted under the Credit Agreement and the other Secured Credit Documents, except, in each case, that the Borrower may require the Common Collateral Agent to enter and the Common Collateral Agent shall enter (but only after providing seven (7) days’ prior written notice to each Agent) into an amendment or modification of a Secured Credit Document which would necessitate a release, re-filing or fresh filing of such Secured Credit Document in any Relevant Jurisdiction so long as each of the Security Re-Filing Conditions shall be fully satisfied at the time of such release, re-filing or fresh filing.
Appears in 1 contract
Samples: First Priority Intercreditor Agreement (UTAC Holdings Ltd.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder AgreementAgreement or any supplement contemplated by Section 5.13 or Section 5.15) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Controlling Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Other First Lien Obligations of any Series, the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with the Secured Credit Agreement Documents and are reasonably satisfactory to each such Authorized Representative, provided that any Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible Officer of the other Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Borrower.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents and the Borrower may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any then party hereto; provided that no such terminationagreement shall by its terms amend, waiver, amendment modify or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces otherwise affect the rights or obligations of the Company or any other Grantor without such Grantor, with the consent of the Company).
’s prior written consent; provided further that (ci) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto, any Authorized Representative (A) this Agreement may be supplemented by a Joinder Agreement, and an Additional Agent may become a party hereto hereto, in accordance with Article VIII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 9.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement such Refinancing and the other Secured Credit Documentsare reasonably satisfactory to each such Collateral Agent.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Lee Enterprises, Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. Any Authorized Representative which becomes a party hereto shall also become a party to the Junior Priority Intercreditor Agreement as a “Second Priority Representative” in accordance with the terms thereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement Indenture and the other Secured Credit Documents.
Appears in 1 contract
Samples: Indenture (Ocwen Financial Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Pari Debt Secured Party, any Authorized Representative Additional Pari Debt Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative Additional Pari Debt Agent and the Additional First-Lien Pari Debt Secured Parties and Additional First-Lien Pari Debt Obligations of the Series for which such Authorized Representative Additional Pari Debt Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Pari Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Pari Debt Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Pari Debt Obligations in compliance with the Credit Agreement Agreements and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent (and with respect the Company. Notwithstanding anything in this Section 5.02(b) to any such terminationthe contrary, waiverthis 23 Agreement may be amended from time to time at the request of the Company, amendment or modification which by the terms of this Agreement requires at the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantorexpense, with the consent of the Company).
(c) Notwithstanding the foregoing, and without the consent of any Authorized Representative or any First-Lien Priority Secured PartyParty to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any First-Priority Collateral Document, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement. Each party to this Agreement agrees that (i) at the request (and sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications), (ii) the Company shall be a beneficiary of this Section 5.02(b) and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an 18 001317-0004-16372-Active.32162929 agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-First- Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured PartyParty (and with respect to any termination, waiver, amendment or modification which by the terms of this Agreement requires the Borrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Borrower or any other Grantor, with the consent of the Borrower), any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any incurrence Collateral Agent or Authorized Representative may condition its execution and delivery of any Additional First-Lien Obligations in compliance with such amendment or modification on a receipt of a certificate from a Responsible Officer of the Credit Agreement and Borrower to the other effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise expressly provided, including pursuant Section 2.04(c), Section 2.04(d) and Section 5.16 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative Agent and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured PartyDebtholder, any Authorized Representative Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative Agent and the Additional First-Lien Secured Parties Debtholders and Additional First-Lien Obligations Secured Debt of the Series for which such Authorized Representative Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security other Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Agent or First-Lien Secured PartyDebtholder, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations Secured Debt in compliance with the Credit Agreement Senior Secured Notes Indenture.
(e) Notwithstanding the foregoing, any Grantor may become a party hereto by execution and delivery to the other Secured Credit DocumentsCollateral Agent of counterpart hereto in accordance with Section 5.15.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of the Company Borrower or any other Grantor, with the consent of the CompanyBorrower); provided, that prior to the Discharge of the Priority Revolving Credit Obligations, Section 2.01(a) of this Agreement shall not be modified or amended without the consent of the Controlling Collateral Agent acting on behalf of 100% of the Revolving Lenders; provided, further, that any amendment to this Agreement that would alter the definition or rights of the “Controlling Collateral Agent” (or any defined term therein) or similar such term, shall require the written consent of the Bank Collateral Agent, the Notes Collateral Agent and/or any Additional Agent (each acting on behalf of the applicable Secured Party directly and adversely affected thereby).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Controlling Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Debt Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which (i) by the terms of this Agreement requires the CompanyIssuer’s consent or any other Grantor’s consent, (ii) directly affects any obligation or right of the Issuer or any Grantor hereunder or under the Indenture, the First Lien Security Documents or the Additional First Lien Documents, if applicable, or that would impose any additional obligations on the Issuer or any other Grantor, or (iii) changes the rights of the Issuer or any other Grantor to refinance the First Lien Obligations or the Additional First Lien Obligations or which increases the obligations or reduces the rights of the Company Issuer or any other Grantor, with the consent of the CompanyIssuer and/or such other Grantor).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit DocumentsIndenture.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company any Borrower or any other GrantorGrantor under this Agreement, with the consent of the CompanyBorrowers).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Collateral Agent and Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon such execution and delivery, such Collateral Agent and Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Collateral Agent and Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and each Collateral Agent the Companies. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Companies, at the Companies’ expense, and without the consent of any Authorized Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any Secured Credit Document. Each party to this Agreement agrees that (i) at the request (and with respect to sole expense) of the Companies, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such terminationmodifications and/or enter into an amendment, waiver, amendment a restatement or modification which by the terms a supplement of this Agreement requires to facilitate such modifications (it being understood that such actions shall not be required for the Company’s consent or which increases effectiveness of any such modifications) and (ii) the obligations or reduces the rights Companies shall be a beneficiary of the Company or any other Grantor, with the consent of the Companythis Section 5.02(b).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and 7.20 of the Collateral Agreement (or the Equivalent Provision thereof) and, upon such execution and delivery, such Authorized Representative and the Additional Other First-Lien Priority Secured Parties and Additional Other First-Lien Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Priority Collateral Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (Rexnord Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative Representative, each Collateral Agent, the Parent Issuer and each Collateral Agent (and other affected Grantor with respect to any which such termination, waiver, amendment or modification which by is to apply. Any such termination, waiver, amendment or modification and shall be binding upon the terms of this Agreement requires Indenture Secured Parties and the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Additional Second Lien Secured Parties and their respective successors and assigns.
(c) Notwithstanding the foregoing, without the consent of any FirstSecond-Lien Secured Party, any Authorized Representative and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and such Collateral Agent, and the Additional FirstSecond-Lien Secured Parties and Additional FirstSecond-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or FirstSecond-Lien Secured Party, the Collateral Agents Agents, Authorized Representatives and the Parent Issuer may effect amendments and modifications to this Agreement to the extent necessary to reflect any Refinancing or incurrence of any Additional FirstSecond-Lien Obligations in compliance with the Secured Credit Agreement Documents; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible Officer of the other Parent Issuer to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Samples: Indenture (Option Care Health, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative and each Collateral Agent (and with respect to then party hereto; provided, however, that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any such termination, waiver, amendment or modification which by the terms of this Agreement requires Grantor without the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantorprior written consent; provided further, with the consent of the Company).
however, that (ci)(A) Notwithstanding the foregoing, without the consent of any First-Lien Secured Partyparty hereto other than the Issuers, any this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto hereto, in accordance with Article VI, and (B) without the consent of any party hereto, this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 7.13, and upon such execution and delivery, such Authorized Representative and the Additional First(ii) in connection with any Refinancing of Pari-Lien Secured Parties and Additional First-Passu Lien Obligations of any Class, or the Series for which such Authorized Representative is acting shall be subject to incurrence of Additional Pari-Passu Lien Obligations of any Class, the terms hereof Collateral Agent and the terms of the Additional First-Lien Security Documents applicable thereto.
Authorized Representatives then party hereto shall enter (d) Notwithstanding the foregoing, and are hereby authorized to enter without the consent of any other Pari-Passu Lien Secured Party), at the request of the Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Company, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with and are reasonably satisfactory to the Credit Agreement Collateral Agent and the other Secured Credit Documentseach such Authorized Representative.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) ● No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) . • Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent of the Borrower or which increases could reasonably be expected to be materially adverse to the interests, rights, liabilities or privileges of any Grantor or imposes additional duties or obligations or reduces the rights of the Company or on any other Grantor, with the consent of the CompanyBorrower).
(c) . • Notwithstanding the foregoing, without the consent of any First-Senior Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-Senior Lien Secured Parties and Additional First-Senior Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other Senior Lien Security Documents applicable thereto.
(d) . • Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Senior Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Senior Lien Obligations in compliance with the Credit Agreement. ● Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Senior Lien Secured Credit DocumentsParties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. ● Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyParent Borrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Parent Borrower or any other Grantor, with the consent of the CompanyParent Borrower).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents and the Parent Borrower may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Agent.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 7.08(b) of the Security Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Term Loan Agreement (CDW Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each the Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyParent Borrower’s consent or which increases the obligations or reduces the rights of the Company Parent Borrower or any other Grantor, with the consent of the CompanyParent Borrower).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit DocumentsAgreement.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b5.01(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of adversely affects the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and Collateral Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative and Collateral Agent is acting shall be subject to the terms hereof and the terms of the Additional First-First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of incurrenceof any Additional First-First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: First Lien Pari Passu Intercreditor Agreement (Sotera Health Co)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Controlling Agent and each other Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s Hercules’ consent or which increases the obligations or reduces the rights of the Company Hercules or any other GrantorSubsidiary Guarantor, with the consent of Hercules). Each Obligor acknowledges and agrees that, pursuant to Section 8.01 of the CompanyIndenture (as in effect on the date of this Agreement), the Notes Collateral Agent may (without the consent of any Notes Secured Party) enter into amendments or supplements to this Agreement to cure any ambiguity, defect or inconsistency.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Senior Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.12 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Senior Debt Parties and Additional First-Lien Senior Debt Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security other Collateral Documents applicable thereto; provided that, the Controlling Agent shall be reasonably satisfied that the terms of any Series of Additional Senior Debt are not inconsistent with the terms of the Senior Credit Agreement and, unless a Collateral Suspension is in effect with respect to the Note Obligations, the Indenture.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Senior Secured Party, the Collateral Agents Controlling Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations Senior Debt in compliance with the Credit Agreement Senior Debt Documents and the other Secured Credit Note Documents.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder AgreementAgreement or any supplement to this Agreement contemplated by Section 5.16) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the CompanyBorrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Company Borrower or any other Grantor, with the consent of the CompanyBorrower).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative is acting hereunder agree to be bound by, and shall be subject to to, the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any Series, or the incurrence of Additional First Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Grantor), at the request of any Collateral Agent, any Authorized Representative or First-Lien Secured Partythe Borrower, the Collateral Agents may effect into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any such Refinancing or such incurrence of any Additional First-Lien Obligations in compliance with the Secured Credit Agreement Documents and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible Officer of the other Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Blackstone Mortgage Trust, Inc.)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of of, or otherwise adversely affects, the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 5.14 of this Agreement and upon -21- such execution and delivery, such Authorized Representative and the Additional First-Other First Lien Secured Parties and Additional First-Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided, further that without any action or consent of any Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of i) (A) this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantormay be supplemented by a Collateral Agent Joinder Agreement, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and an Additional Collateral Agent may become a party hereto hereto, in accordance with Article VIII and (B) this Agreement may be supplemented by execution a Grantor Joinder Agreement, and delivery of a Joinder Agreement Subsidiary may become a party hereto, in accordance with Section 5.13 10.12, and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-(ii) in connection with any Refinancing of First Lien Obligations of any Class, the Series for which such Authorized Representative is acting Collateral Agents then party hereto shall be subject enter (and are hereby authorized to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, enter without the consent of any other Authorized Representative or First-Lien Secured Party), at the request of any Collateral Agents may effect Agent or the Borrower, into such amendments and or modifications to of this Agreement to the extent as are reasonably necessary to reflect any incurrence such Refinancing; provided that such Collateral Agent shall not be required to enter into such amendments or modifications unless it shall have received a certificate of any Additional First-Lien Obligations in compliance an Authorized Officer of the Borrower certifying that such Refinancing is permitted hereunder. Without limiting the foregoing, and subject to the terms of each Secured Credit Document, this Agreement may be amended with the Credit Agreement and consent of each Collateral Agent to reflect the other Secured Credit Documentsincurrence by the Borrower of additional Indebtedness that is secured by a Lien on Shared Collateral on a junior basis to the Liens on such Shared Collateral that secure the First Lien Obligations.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Styron Canada ULC)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative Collateral Agent. The Company and each Collateral Agent (and with respect the other Grantors shall not have any right to consent to or approve any such terminationamendment, waiver, amendment modification or modification which by the terms waiver of any provision of this Agreement requires except to the Company’s consent extent their rights or obligations are adversely affected (in which increases the obligations or reduces the rights of case the Company shall have the right to consent to or approve any other Grantorsuch amendment, with the consent of the Companymodification or waiver).
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement, the Secured Indenture, the Bridge Credit Agreement and the other Secured Credit any Additional First Lien Documents.
Appears in 1 contract
Samples: Indenture (Western Digital Corp)
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02(b)5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company)Borrower.
(c) Notwithstanding the foregoing, without the consent of any First-First Lien Secured Party, any Authorized Representative Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Authorized Representative Additional Agent and the Additional First-First Lien Secured Parties and Additional First-First Lien Obligations of the Series for which such Authorized Representative Additional Agent is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable theretohereof.
(d) Notwithstanding the foregoing, without the consent or signature of any other Authorized Representative Collateral Agent or First-First Lien Secured Party, the Collateral Agents Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-First Lien Obligations in compliance with the Credit Agreement, the Indenture and any Additional First Lien Documents then in effect. Each party to this Agreement agrees that (i) at the request (and sole expense) of the Borrower, without the consent of any First Lien Secured Party, each of the Collateral Agents shall, upon delivery of an Officer’s Certificate of the Borrower to the Applicable Authorized Representative, execute and deliver an acknowledgment and confirmation of such modifications effected by the Applicable Authorized Representative and/or enter into an amendment, a restatement or a supplement of this Agreement approved by the Applicable Authorized Representative to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications) and (ii) the Borrower shall be a beneficiary of this Section 5.02(d). Notwithstanding the foregoing, this Agreement shall terminate with respect to a Series of First Lien Obligations (and the Collateral Agent(s) with respect thereto) upon the Discharge of such Series of First Lien Obligations. Further, without the consent or signature of any other Collateral Agent or First Lien Secured Credit DocumentsParty, at the written request of the Borrower, the Applicable Authorized Representative may effect amendments and modifications and/or make other changes (i) of a technical nature or (ii) to cure any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical or administrative nature, and written notice of such amendment or modification shall be promptly provided to each other Authorized Representative.
Appears in 1 contract
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Security Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.04(b) or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company); provided that, subject to Section 2.06, no Authorized Representative or Security Agent with respect to any Series shall have the right to consent to any such termination, waiver, amendment or modification applicable to such Series in the event that all indebtedness and all other First-Lien Obligations with respect to such Series have been Discharged.
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured PartyCreditor, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties Creditors and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional other First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured PartyCreditor, the Collateral Agents Applicable Security Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Term Loan Credit Agreement (if then in effect) and the each other then-extant Secured Credit DocumentsDocument.
Appears in 1 contract
Samples: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
