Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 4 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any LoanLoan or date for the payment of any Commitment Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment of any Lender, or decrease the commitment fees of Commitment Fee payable to any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.12, 2.13 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section Section, and any consent by any Lender or the Agent pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Txu Corp /Tx/), Credit Agreement (Txu Corp /Tx/), Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 10.07(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 the Company or any Subsidiary Borrower in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 10.07(c), none of this Agreement nor Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by by, in the Company case of this Agreement, the Borrower, the Administrative Agent and the Required Lenders or, in the case of any other Loan Document, the Borrower and the Administrative Agent, with the consent of the Required Lenders; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the scheduled maturity date of or any scheduled principal payment date (except as provided in Section 3.15 in connection with the exercise of the Term-Out Option), or date for the payment of any interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan Loan, in each case without the prior written consent of each Lender directly affected thereby, (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))ii) increase the amount of, or amend postpone the scheduled date of the expiration of, any Commitment, or modify Section 8.16decrease or extend the date for payment of the facility fees, or waive or excuse any such payment or any part thereof, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h3.03(c), 3.12(b) or 3.12(c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, or amend or modify the provisions of Section 10.04(i) or this Section 10.07 or the definition of the “Required Lenders”, in each case, without the prior written consent of each Lender, (iv) change the requirement that Loans by Lenders be made ratably in accordance with their respective Commitments without the prior written consent of each Lender directly affected thereby or (v) change the currency of any Loan or the currency in which Loans are required to be made by Lenders without the prior written consent of each Lender directly affected thereby; provided further, however, further that no such agreement shall waive, amend, modify or otherwise affect the rights or duties hereunder or under the other Loan Documents of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. .
(c) Notwithstanding anything to the contrary in Section 10.07(b):
(i) no consent with respect to any waiver, amendment or other modification of this Agreement or any other Loan Document shall be required of (A) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in Section 10.07(b)(i) or 10.07(b)(ii) and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification or (B) in the case of any waiver, amendment or other modification referred to in the first proviso to Section 10.07(b), any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification;
(ii) this Agreement may be amended in a manner provided in Section 3.08(b); and
(iii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
(d) Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.07, and any consent by any Lender pursuant to this Section 10.07 shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: 364 Day Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.), 364 Day Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.), 364 Day Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment facility fees or utilization fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 2.17 or Section 8.4(h) or ), the provisions of this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by either Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrowers in any case shall entitle such party either Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby, (ii) increase or extend the Commitment, or decrease the commitment fees Commitment of any Lender without the prior written consent of such Lender or Lender, (iii) decrease the Commitment Fees or L/C Participation Fees of any Lender, or extend the date of payment of such fees, without the prior written consent of such Lender, (iv) amend or modify the pro rata sharing requirements of Section 2.15 without the prior written consent of each Lender (it being understood and agreed that “amend and extend” transactions which provide for different interest rates and fees for extending Lenders shall only require the consent of the extending Lenders and the Required Lenders), (v) amend or modify the provisions of Section 8.4(h) or this Section 10.08 or Section 10.04(i) or the definition of the term “Required Lenders”” without the prior written consent of each Lender, or (vi) release El Paso from its guarantee hereunder or release any Subsidiary from any guarantee of the El Paso Obligations, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Syndication Agent or the Issuing Bank hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment the Syndication Agent or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Furtherthe Issuing Bank, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentrespectively.
Appears in 3 contracts
Samples: Credit Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender Party in exercising any right or power hereunder or right hereunder under any other Loan Document 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 any 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 Administrative Agents Lender Parties hereunder and under the Lenders hereunder other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Credit Party in any case shall entitle such party Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Obligor Parties and the Required LendersLenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent (as applicable) and consented to by the Required Lenders (except where the provisions of any Loan Document expressly provide otherwise and, for the avoidance of doubt, as contemplated by Section 12.7(b) of the Equity Contribution Agreement, for which no Lender consent shall be required) and otherwise in accordance with the Intercreditor Agreement; provided, however, provided that no such agreement shall shall:
(i) subject to Section 2.14, decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on any Loan (other than as a result of a waiver of with respect to default interest imposed pursuant to Section 2.12(d))interest) on, any Loan or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, ;
(ii) increase the Commitment, or extend any Commitment of any Lender or decrease the commitment fees Fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender or the extension or waiver of the payment of principal);
(iii) extend or waive any date for payment of principal of any Loan or reduce the amount due on any such date or extend any date on which payment of interest on any Loan, L/C Disbursement or any Fee is due, without the prior written consent of each Lender adversely affected thereby;
(iv) amend or modify the provisions of Section 8.4(h2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby;
(v) amend or modify the provisions of this Section or 9.08, the definition of the “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date);
(vi) extend the stated expiration date of any Letter of Credit beyond the Maturity Date without the prior written consent of each Lender directly affected thereby;
(vii) release all or substantially all the Collateral without the written consent of each Lender (it being understood that no such consent shall be required in connection with the specific Collateral released under a Permitted Project Disposition so long as the Permit Suit Resolution has occurred);
(viii) change the order of priority of payments set forth in the provisions of the Intercreditor Agreement relating to application of proceeds, in any case, without the prior written consent of each Lender adversely affected thereby;
(ix) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class;
(x) amendments which only affect a particular Class shall only require the approval of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of such Class; or
(xi) subordinate the Obligations hereunder, or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the prior written consent of each Lender; provided provided, further, however, that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of any the Administrative Agent, the Collateral Agent or an Issuing Bank hereunder without the prior written consent of such the Administrative Agent, the Collateral Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable or (ii) amend, modify or waive any provision of Section 8.05 or Section 9.05 that affects the Collateral Agent or the Depositary Agent without the written consent of the Collateral Agent or the Depositary Agent, as applicable; and provided, further, that, notwithstanding any provision of this Section 9.08 to the contrary, any amendment of the definitions of “Dates Certain”, “Diablo Date Certain”, “Gateway Date Certain” and “Diablo Expansion Date Certain” shall take effect when approved in writing by the Required Lenders. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its such Lender.
(c) Notwithstanding the other provisions of this Section 9.08, the applicable Credit Parties and the Administrative Agent and/or the Collateral Agent may (but shall have no obligation to) amend or supplement the Loan Documents without the consent of any other Lender Party (i) to cure any ambiguity, defect or inconsistency, (ii) to make any change that would provide any additional rights or benefits to the Lender Parties, (iii) to make, complete or confirm any grant of Collateral or make equity contributions, in either case, permitted or required by this Agreement or any of the Loan Documents or any release of any Collateral that is otherwise permitted under the terms of this Agreement and the Security Documents, or (iv) to effectuate the intent of Section 5.10(g).
(d) Without the consent of any other Lender Party, the applicable Credit Parties and the Administrative Agent and/or the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local Requirements of Law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests hereunder. Further, notwithstanding therein comply with applicable Requirements of Law.
(e) Notwithstanding anything to the contrary contained herein, if at any time any change in GAAP would affect any computation, basket or defined term set forth in any Loan Document, and the Borrower shall at such time or thereafter so request, the Administrative Agents Agent and the Company Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature negotiate in any provision good faith to amend the relevant provisions of the Loan DocumentsDocuments to preserve the original intent thereof in light of such change in GAAP; provided that, then until so amended, such computation, basket or defined term shall continue to be computed in conformity with GAAP but without giving effect to such identified changes to GAAP. Any amendment pursuant to this clause (e) shall not require the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any Secured Party other party to any Loan Documentthan the Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Commitment Fees of any Lender without the prior written consent of such Lender Lender, (iii) change Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby without the prior written consent of each Lender, or (iiiiv) amend or modify the provisions of Section 8.4(h) 2.16, release the Guarantor from its obligations under Article IX, except as contemplated by Section 8.10, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, or amend or modify the provisions of this Section or Section, the definition of the “Required Lenders”, or any provision hereof which requires the consent of each Lender, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything Anything herein to the contrary contained hereinnotwithstanding, if during such period that a Lender is a Defaulting Lender, to the Administrative Agents fullest extent permitted by applicable law, such Defaulting Lender will not be entitled to vote in respect of amendments and waivers hereunder which are subject to the approval of the Required Lenders, and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents Commitment and the Company shall outstanding Loans or other extensions of credit of such Defaulting Lender hereunder will not be permitted to amend such provision and taken into account in determining whether the Required Lenders have approved any such amendment shall become effective without any further action or consent waiver (and the definition of any other party to any Loan Document“Required Lenders” will automatically be deemed modified accordingly for the duration of such period).
Appears in 3 contracts
Samples: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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, power or preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise haveprovided by law. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Majority Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent, (ii) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16any Fees, without the prior written consent of each Lender directly adversely affected thereby, (iiiii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees or the Utilization Fee of any Lender without the prior written consent of such Lender Lender, or (iiiiv) amend or modify the provisions of Section 8.4(h) or 2.15, the provisions of this Section 9.05(b) or the definition of the “"Majority Lenders" or "Required Lenders”", without the prior written consent of each Lender; provided furtherPROVIDED that the provisions referred to in the preceding clauses (ii), however(iii) and (iv) may be amended by the Majority Lenders; but any Lender which declines to approve any such amendment shall have the right at any time, that no such agreement shall amendon 10 Business Days' notice to the Borrower, modify or otherwise affect to terminate its Commitment and require the rights or duties Borrower to pay the principal of any Administrative Agent hereunder without and interest on its outstanding Loans and Fees, and the prior written consent amount of such Administrative Agent. Each Lender the principal and interest so paid shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender determined without giving effect to such amendment. All prepayments made pursuant to this Section 9.05(b) shall bind be without premium, penalty or other cost of any assignee of its rights kind and interests hereunder. Further, notwithstanding anything shall not be subject to the contrary contained herein, if the Administrative Agents requirements of Sections 2.15 and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document2.12(d).
Appears in 3 contracts
Samples: Five Year Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/), Five Year Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/), 364 Day Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Waivers; Amendment. (a) No failure or delay of the Agent, any Administrative Agent Fronting Bank or any Lender in exercising any power or right 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 Administrative Agents Agent, the Fronting Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date date, or date for the payment of any interest on on, any LoanLoan or reimbursement obligation in respect of a Letter of Credit or date for the payment of any Commitment Fee or LC Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result or any reimbursement obligation in respect of a waiver Letter of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment of any Lender, decrease the Commitment Fee or decrease the commitment fees of LC Fee payable to any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.12, Section 2.13 or Section 8.04(h), the provisions of this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or any Administrative Agent Fronting Bank hereunder without the prior written consent of such Administrative Agentthe Agent or the applicable Fronting Bank, as the case may be. Each Lender and each Fronting Bank shall be bound by any waiver, amendment or modification authorized by this Section Section, and any consent by any Lender Lender, the Agent or any Fronting Bank pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Txu Energy Co LLC), Revolving Credit Agreement (Txu Corp /Tx/), Revolving Credit Agreement (Txu Energy Co LLC)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and the Lenders hereunder are Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Security Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Collateral Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this Section shall bind any assignee of its rights required in accordance with Sections 10.01 and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 10.02 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIndenture.
Appears in 3 contracts
Samples: Security Agreement (BarkPark, LLC), Security Agreement (Bloom Energy Corp), Security Agreement (Bloom Energy Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, any Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the CAF Agent hereunder without the prior written consent of such the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: 364 Day Second Amended and Restated Competitive Advance and Revolving Credit Facility Agreement (Txu Electric Co), 364 Day Amended and Restated Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Electric Co), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Txu Electric Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Commitment Fees or L/C Participation Fees of any Lender or extend the time for payment thereof without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.16 or 9.04(i), the provisions of this Section 9.08 or the definition of the “term "Required Lenders”, " without the prior written consent of each Lender; provided further, however(iv) release all or a substantial part of the Collateral, that no or release any Specified Guarantor, without the prior written consent of Lenders having Loans, L/C Exposures and unused Revolving Credit and Term Loan Commitments at such agreement shall time representing at least 80% of the sum of all Loans outstanding, L/C Exposures and unused Revolving Credit and Term Loan Commitments at such time, or (v) amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Bank hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment the Collateral Agent or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIssuing Bank.
Appears in 3 contracts
Samples: Credit Agreement (Schein Pharmaceutical Inc), Credit Agreement (Danbury Pharmacal Puerto Rico Inc), Credit Agreement (Schein Pharmaceutical Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender Bank in exercising any power or right 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 Administrative Agents Agent and the Lenders Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, and the Required LendersBanks; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment of or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely Bank affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender Bank without the prior written consent of such Lender Bank, or (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of this Section Section, or the definition of the “Required LendersBanks”, without the prior written consent of each LenderBank; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: Credit Facility Agreement (Scripps E W Co /De), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the date for the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment of any Lender, or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.13, 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender or the Agent pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Txu Corp /Tx/), Revolving Credit Agreement (Txu Gas Co), Revolving Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges and remedies discretions of the Administrative Agents Agent hereunder (herein, the “Administrative Agent’s Rights and the Lenders hereunder are Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Administrative Agent in exercising or enforcing any of the Administrative Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Administrative Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Administrative Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Administrative Agent and any Person, at any time, shall preclude the other or further exercise of the Administrative Agent’s Rights and Remedies. No waiver by the Administrative Agent of any of the Administrative Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Administrative Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Administrative Agent may determine. The Administrative Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Administrative Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this required in accordance with Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 10.01 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp), Security Agreement (Z Investment Holdings, LLC)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder or under any Loan Document 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by a Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary a Borrower in any case shall entitle such party Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each of the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount ofof any Loan, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the CommitmentCommitment of any Lender or postpone the date for the payment thereof, or decrease the commitment fees Facility Fees, Utilization Fees or Term Out Fees of any Lender or postpone the date for the payment thereof, in each case without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.17 or 2.21, the provisions of this Section or the definition of the “"Required Lenders”", or release any Guarantor from its agreements pursuant to Section 2.21, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Popular Inc), 364 Day Credit Agreement (Popular Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment (except pursuant to Section 2.6), or decrease the commitment facility fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 2.18 or Section 8.4(h) or ), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Credit Facility Agreement (Bristol Myers Squibb Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment date for payment of any fees or premiums of any Lender without the prior written consent of such Lender or (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the definition sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the “Required Lenders”Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding Notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or Agent, the Syndication Agent, the Collateral Agent, any Lender or either Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Syndication Agent, the Collateral Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrowers in any case shall entitle such party the Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document (excluding Letters of Credit) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders (or, in the case of any other such Loan Document, the parties thereto with the prior written consent of the Required Lenders); providedPROVIDED, howeverHOWEVER, that no such agreement (i) shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (iiB) increase change or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of the Commitment Fees of any Lender without the prior written consent of such Lender or (iiiC) amend or modify the provisions of Section 8.4(h2.12(a), 2.16, 4.03(b) or 9.04(i), the provisions of this Section or Section, the definition of the “term "Required Lenders”" or release any Guarantor from its obligations under the Guarantee Agreement (other than in accordance with the Guarantee Agreement) or release from any Lien granted under any Security Document all or any substantial part of the Collateral (except with respect to sales of, and other transactions relating to, Collateral permitted pursuant to the Security Documents), without the prior written consent of each Lender, (ii) shall change the allocation between the Total Refinancing Loan Commitment and the Total Additional Loan Commitment of any prepayment or reduction pursuant to Section 2.09, 2.11 or 2.12 without the prior written consent of (A) Refinancing Facility Lenders representing more than 50% of the sum of the Aggregate Credit Exposure and unused Refinancing Loan Commitments and (B) Additional Facility Lenders representing more than 50% of the sum of the aggregate outstanding principal amount of the Additional Revolving Loans and unused Additional Loan Commitments or (iii) shall amend or modify Section 4.03(a), (c) or (d) without the prior written consent of Additional Facility Lenders representing more than 50% of the sum of the aggregate outstanding principal amount of Additional Revolving Loans and unused Additional Loan Commitments; provided furtherPROVIDED, however, FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Syndication Agent, the Collateral Agent or either Issuing Bank hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment the Syndication Agent, the Collateral Agent or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIssuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Magellan Health Services Inc), Credit Agreement (Magellan Health Services Inc)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (other than as a result of a except in connection with the waiver of applicability of any post-default increase in interest imposed pursuant rates and except for any waiver with respect to mandatory prepayments under Section 2.12(d2.13, which waiver in each case shall be effective with the consent of the Required Lenders)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Term Loan Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h) or 9.04(k), the provisions of this Section or the definition of the term “Required Lenders”” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided furtherprovided, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCollateral Agent.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Dynegy Inc /Il/), Second Lien Credit Agreement (Dynegy Inc /Il/)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.16, the provisions of Section 8.4(h) or 9.04(j), the provisions of this Section or the definition of the “term "Required Lenders”", without the prior written consent of each LenderLender or (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Laboratory Corp of America Holdings), 364 Day Credit Agreement (Laboratory Corp of America Holdings)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, any Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the CAF Agent hereunder without the prior written consent of such the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Co /Tx/), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Tu Acquisitions PLC)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender Bank in exercising any power or right hereunder under the Loan Documents 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 Administrative Agents Agent and the Lenders Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement the Loan Documents nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required LendersBanks; provided, however, that no such agreement shall (i) without the consent of the applicable Bank, (A) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on such Bank’s Loans or the Fees payable to such Bank, (B) extend the date for any Loan (other than as a result scheduled payment of a waiver principal of default or interest imposed pursuant on such Bank’s Loans or the Fees payable to Section 2.12(d))such Bank, or amend (C) increase the amount or modify Section 8.16extend the expiration date of such Bank’s Commitment, or (ii) without the prior written consent of each Lender directly adversely affected therebyBank, (iiA) increase release the CommitmentFirst Mortgage Bond or release all or substantially all of the collateral therefor, in each such case except pursuant to Article VIII, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iiiB) amend or modify the provisions of Section 8.4(h) or 2.14, the provisions of this Section or Section, the definition of the “Required Lenders”, without Banks” or any other provision requiring the prior written consent or agreement of each Lenderof the Banks; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder under the Loan Documents without the prior written consent of such the Administrative Agent. Each Lender Bank and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender Bank or holder of a Note pursuant to this Section shall bind any assignee of its rights and interests hereunder. Furtherperson subsequently acquiring a Note from it, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company whether or not such Note shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentbeen so marked.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
Waivers; Amendment. (a) No failure or delay of any by the Administrative Agent Agent, or any Lender Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agents Agent and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or other extension of credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender, any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Company or any Subsidiary Pledgor in any case shall entitle such party any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Administrative Agent and the Required Lenders; provided, however, that no Pledgor or Pledgors with respect to which such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section is to apply.For the avoidance of doubt, the Administrative Agent shall have no obligation to execute and deliver any consent by any Lender pursuant amendment, supplement, modification or waiver to this Section Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the other Loan Documents. In signing such amendment, supplement, modification or waiver, the Administrative Agent shall bind any assignee be entitled to receive indemnity satisfactory to it and in all cases shall be provided with, and shall be fully protected in relying in good faith upon, (i) a certificate of its rights an Officer of the Company and interests hereunder. Further, notwithstanding anything (ii) an opinion of counsel to the contrary contained herein, if Company stating that the Administrative Agents and the Company shall have jointly identified an obvious error execution of such document is authorized or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documenthereunder.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary other Borrower 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or reimbursement obligation with respect to an LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.1613.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitments or decrease or extend the commitment date for payment of the facility fees or fees in respect of Letters of Credit of any Lender (with the exception of fronting fees payable to the Issuing Lender, which shall require the consent of the Issuing Lender) without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 6.13 or Section 13.04(h), the provisions of this Section 13.07 or the definition of the “Required Lenders”, or release any Guarantor from its obligations under Section 13.16 hereof except for the release of a Subsidiary Guarantor in connection with the consummation of a transaction permitted under Section 10.01, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class or (v) change the requirement that disbursements made by any Lender be made ratably with respect to its applicable Commitment without the prior written consent of each Lender directly affected thereby; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of (w) any Administrative Agent hereunder without the prior written consent of such Administrative Agent, (x) any Issuing Lender without the prior written consent of such Issuing Lender, (y) the Swingline Lender without the prior written consent of the Swingline Lender or (z) an Arranger under Section 13.04(b) without the prior written consent of such Arranger. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 13.07 and any consent by any Lender pursuant to this Section 13.07 shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Issuing Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 Holdings, the Company Borrower or any Subsidiary other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Company Borrower, the Administrative Agent and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))or any L/C Disbursement, or amend or modify Section 8.16extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that any amendment to the Total Leverage Ratio or the component definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment, Revolving Credit Commitment of any Lender or decrease the commitment fees of any Lender Revolving Credit Commitment Fees or L/C Participation Fees without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly and adversely affected thereby,
(iv) amend or modify the provisions of Section 8.4(h2.18(b) or (c) or 2.10(d) of this Agreement or Section 6.5 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08, Section 9.04(a)(i) or the definition of the terms “Required Lenders”, “Majority Lenders”, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided , or
(vii) amend, modify or waive Section 2.18(b) or (c) of this Agreement or the analogous provisions of any Security Document so as to alter the ratable treatment of Obligations arising under the Loan Documents and Obligations arising under Swap Agreements or the definition of “Lender Counterparty,” “Swap Agreement,” or “Obligations,” in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty, provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent Agent, an Issuing Bank or the Swingline Lender hereunder without the prior written consent of such the Administrative Agent, such Issuing Bank acting as such at the effective date of such agreement or the Swingline Lender, as applicable; provided, however, if an Affiliate of Holdings or any Permitted Investor shall be a Lender, the Loans held by such person shall be deemed to have been voted in the same manner as the Required Lenders (assuming for this purpose that the Loans held by such person were not outstanding other than in respect of Section 9.04(a)(ii), and clauses (i), (ii), (iii) or (iv) of the first proviso to this Section 9.08(b)). Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of its rights such Lender.
(c) Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and interests hereunder. Furtherthe Administrative Agent may (in their respective sole discretion, notwithstanding anything or shall, to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and the Lenders hereunder are Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Collateral Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this required in accordance with Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 10.01 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Agreement.
Appears in 2 contracts
Samples: Security Agreement (Cost Plus Inc/Ca/), Security Agreement (Rue21, Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (iii) increase the Commitment, any Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iiii) amend or modify the provisions of Section 8.4(h) 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the CAF Agent hereunder without the prior written consent of such the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Credit Facility Agreement (Texas Utilities Co /Tx/), Credit Facility Agreement (Tu Acquisitions PLC)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders”, ” without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of such the Administrative Agent or the Collateral Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding as the case may be.
(c) Notwithstanding anything to the contrary contained hereinin this Section 9.08, if the Administrative Agents Agent and the Company Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Credit Documents, then the Administrative Agents Agent and the Company Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.
Appears in 2 contracts
Samples: Credit Agreement (Pennymac Financial Services, Inc.), Credit Agreement (Pennymac Financial Services, Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder under this Agreement 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 Administrative Agents Agent and the Lenders hereunder under this Agreement are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) below, 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 the Company Borrower or any Subsidiary in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither No provision of this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Administrative Agent with the consent of the Majority Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanOutstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Outstanding Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment of any Lender, or decrease the commitment fees owing to any Lender or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender or Lender, (iii) amend amend, waive or modify the provisions of Section 8.4(h) 2.13 (or any other provision in this Agreement that expressly provides for the pro rata treatment of the Lenders), Section 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “Required Majority Lenders”, without the prior written consent of each Lender, or (iv) release or permit the transfer of the obligations of the Borrower hereunder without the prior written consent of each Lender, except as permitted by Section 5.02(b); provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent, provided, further that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Constellation Energy Group Inc), Credit Agreement (Constellation Energy Group Inc)
Waivers; Amendment. (a) No failure or delay of any the ------------------- Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent, the Lenders and the Lenders Borrowers hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that -------- ------- no such agreement shall shall
(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.16 or Section 9.03, the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or -------- ------- otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section Section, and any consent by any Lender pursuant to this Section shall bind any subsequent assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentLender.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Penney J C Funding Corp), Revolving Credit Agreement (Penney J C Funding Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company a Borrower or any Subsidiary Holdings in any case shall entitle such party any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise set forth in this Agreement Agreement, neither this Agreement, nor any other Loan Document, nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, Loan or payment of any Fees accrued hereunder or waive or excuse any such payment or any part thereofthereof without the prior written consent of each Lender directly and adversely affected thereby, (ii) extend any scheduled principal payment date, date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement without the prior written consent of each Lender directly and adversely affected thereby, (iii) decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby, (iiiv) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such each Lender directly and adversely affected thereby, (v) amend or modify the pro rata requirements of Section 2.17 without the prior written consent of each Lender directly and adversely affected thereby, (iiivi) amend or modify the provisions of Section 8.4(h9.04(k) or the provisions of this Section 9.08 without the prior written consent of each Lender, (vii) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC, (viii) release all or substantially all the definition value of the “Required Lenders”Guarantees, without the prior written consent of each Lender, (ix) modify the definition of “Alternative Currency” without the prior written consent of all Multicurrency Lenders, (x) reduce the percentage contained in the definition of the term “Required Lenders” without the consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the date hereof), or (xi) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided further, however, further that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Administrative Agent Issuing Bank or a N.Z. Swingline Lender hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent. Each Lender , such Issuing Bank or such N.Z. Swingline Lender, as the case may be, (x) amendments, waivers or modifications described in clauses (i) through (xi) above shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything subject only to the contrary contained hereinconsent requirements expressly set forth in each such clause, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in (y) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Holdings, the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to the Guarantee Agreement or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Guarantee Agreement or related documents to be consistent with this Agreement and the other Loan Documents) so long as, then in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agents and Agent shall not have received, within five Business Days of the Company shall be permitted date of such notice to amend such provision and the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment shall become effective without any further action or and (z) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Term Loans or the provision of any Incremental Revolving Credit Commitments or other party to any Loan Documentchanges otherwise expressly permitted hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Cbre Group, Inc.), Credit Agreement (Cbre Group, Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents each Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrowers in any case shall entitle such party Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Lead Borrower and the Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the applicable Agent and consented to by the Required Lenders; provided, however, that no such agreement shall (i) i. decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))or any L/C Disbursement, or amend or modify Section 8.16extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly adversely affected thereby, except as provided in Section 2.04(c); provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i), ii. increase or extend the Commitment of any Lender (other than with respect to any Incremental Revolving Facility pursuant to Section 2.23 in respect of which such Lender has agreed to be an Incremental Revolving Facility Lender) increase the Commitment, or decrease the commitment Commitment Fees, Issuing Bank Fees or L/C Participation Fees or other fees of any Lender Lender, Agent or Issuing Bank without the prior written consent of such Lender Lender, Agent or Issuing Bank (iii) amend it being understood that waivers or modify modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the provisions of Section 8.4(h) or this Section or the definition aggregate Commitments shall not constitute an increase of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties Commitments of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.Lender),
Appears in 2 contracts
Samples: Abl Credit Agreement (Claire's Holdings LLC), Abl Credit Agreement (Claire's Holdings LLC)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or fees on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender or other amounts due to any Lender without the prior written consent of such Lender Lender, (iii) limit or release the guarantee set forth in Article VII, or (iiiiv) amend or modify the provisions of Section 8.4(h) 2.16 or Section 9.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Corp /Nv/), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Industries Inc)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the payment of any Facility Fee or any other amounts owing under this Agreement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan Loan, or extend the maturity date of any Letter of Credit to a date after the Termination Date (other than except as a result of a waiver of default interest imposed pursuant to provided in Section 2.12(d3.01(a)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or 2.18, the last sentence of Section 3.01(a), the provisions of Section 10.04(i), the provisions of this Section or the definition of the term “Required Lenders”, without the prior written consent of each Lender; provided further, however, further that no such agreement shall (A) amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent or (B) amend, modify or otherwise affect the rights or duties of any Administrative Agent Issuing Lender hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIssuing Lender.
Appears in 2 contracts
Samples: Competitive Advance and Revolving Credit Agreement (Raytheon Co/), Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent Agent, the Issuing Banks or any Lender in exercising any power or right 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 Administrative Agents Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or fees on any LoanLoan or for reimbursement of any L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee, L/C Participation Fee of any Lender or other amounts due to any Lender of any Lender without the prior written consent of such Lender Lender, (iii) limit or release the guarantee set forth in Article VII, or (iiiiv) amend or modify the provisions of Section 8.4(h) 2.16 or Section 9.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Issuing Banks hereunder without the prior written consent of such the Administrative AgentAgent or the Issuing Banks. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.61 56
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (George Acquisition Inc), Credit Facility Agreement (Itt Industries Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary Holdings in any case shall entitle such party the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrower, Holdings and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease the commitment amount, or extend the date for payment of, any fees of any Lender without the prior written consent of such each Lender or directly affected thereby, (iii) amend or modify the pro rata requirements of Section 2.16, any other provision of any Loan Document requiring that Loans be made by, or payments of Commitment reductions be allocated among, the Lenders on a pro rata basis, the provisions of Section 8.4(h9.04(j) or the provisions of this Section or release substantially all the Guarantors (determined based on the fair market value of the Guarantors) (other than in connection with the sale of any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (v) reduce the percentage contained in the definition of the term “Required Lenders”” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or under any Administrative Agent hereunder other Loan Document without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Forest Oil Corp), Second Lien Credit Agreement (Forest Oil Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent L/C Issuer or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings (prior to a Borrower Qualified IPO), the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, 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 Holdings, the Company Borrower or any Subsidiary other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Sections 2.22 and 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings (prior to a Borrower Qualified IPO), the Company Borrower and the Administrative Agent (and consented to by the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))or any L/C Obligation, or amend or modify Section 8.16extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) (x) increase or extend the CommitmentCommitment of any Lender, or (y) decrease the commitment Commitment Fees or L/C Participation Fees or other fees of any Lender or (z) change the provisions of Section 1.05(a) with respect to the Administrative Agent’s or a Lender’s right to approve Alternative Currencies without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitments of any Lender),
(iii) extend or waive any Incremental Term Loan Installment Date or reduce the amount due on any Incremental Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Obligation or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 8.4(h5.02 of the Guarantee and Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) or reduce the voting rights of any Lender under this Section 9.08 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of such Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the value of the guarantees by the Subsidiary Loan Parties under the Guarantee and Collateral Agreement, unless, in each case, to the extent sold or otherwise disposed of in a transaction permitted by this Agreement or the definition of the “Required Lenders”other Loan Documents, without the prior written consent of each Lender;
(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment required by Section 2.12 so long as the application of any prepayment still required to be made is not changed); provided provided, further, however, that no such agreement amendment shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent Agent, Swingline Lender or an L/C Issuer hereunder without the prior written consent of such the Administrative Agent, Swingline Lender or such L/C Issuer acting as such at the effective date of such amendment, as applicable. Notwithstanding the foregoing, no consent of any Defaulting Lender shall be required for any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender unless such waiver, amendment or modification by its terms would affect such Defaulting Lender differently than other Affected Lenders. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of its rights and interests hereunder. Further, notwithstanding anything to such Lender.
(c) Without the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings (prior to a Borrower Qualified IPO) and the Borrower (i) to add one or more additional credit or debt facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Incremental Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit or debt facilities in any determination of the Required Lenders or Majority Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (A) to integrate any Incremental Term Loans, any Incremental Revolving Loans or any Replacement Revolving Loans on substantially the same basis as the Revolving Facility Loans or (B) to cure any ambiguity, omission, defect or inconsistency.
Appears in 2 contracts
Samples: Credit Agreement (Aeroways, LLC), Credit Agreement (Cke Restaurants Inc)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 among the parties with respect to the subject matter hereof is superseded by this Agreement and the other the exercise of any other right or power. The rights and remedies of the Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 Holdings or the Company or any Subsidiary Borrower in any case shall entitle such party Holdings or the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected therebythereby (other than (x) any waiver of any increase in the interest rate applicable to the Loans as a result of the occurrence of an Event of Default and other than, (y) any waiver or extension of any mandatory prepayment and (z) any waiver of the requirements of Section 2.23(d)(v)), (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees or premiums of any Lender (other than any waiver or extension of any mandatory prepayment) without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.14, the provisions of Section 8.4(h9.04(k) or the provisions of this Section 9.08(b) or release any Guarantor (other than in connection with the definition sale or other disposition of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the “Required Lenders”Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC, (v) without the written consent of the Required RL Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or amend the definition of “Required RL Lenders” or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCollateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.16 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”, ," without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom by any Borrower from any such provision shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party any Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend the scheduled date of maturity of any Loan or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part installment thereof, interest or decrease fee payable hereunder or extend the rate scheduled date of interest on any Loan (other than as a result payment thereof or increase the amount or extend the expiration date of a waiver any Commitment of default interest imposed pursuant to Section 2.12(d))any Lender, or amend or modify Section 8.16, in each case without the prior written consent of each Lender directly adversely affected thereby, ; (ii) increase the Commitmentamend, modify or waive any provision of this Section 9.8(b), or decrease reduce the commitment fees percentage specified in the definition of "Required Lenders", release the guarantee contained in Section 8.1 or 8.2 (except in accordance with Section 8.2(g)) or consent to the assignment or delegation by Viacom or any Subsidiary Borrower of any Lender of its rights and obligations under this Agreement (except (A) by Viacom (excepting its rights and duties pursuant to Section 8.1) to any Subsidiary Borrower or (B) by any Subsidiary Borrower to Viacom or (excepting Viacom International's rights and duties pursuant to Section 8.2) to any other Subsidiary Borrower and as set forth in Section 9.4(j)), in each case without the prior written consent of such Lender all the Lenders; or (iii) amend amend, modify or modify the provisions waive any provision of Section 8.4(h) or this Section or the definition of the “Required Lenders”, Article VII without the prior written consent of each LenderAgent affected thereby; provided furtherprovided, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder in such capacity without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Viacom Inc)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees or Utilization Fees of any Lender without the prior written consent of such Lender, (iii) except in accordance with Section 10.17, reduce or terminate the obligations of either Guarantor, without the prior written consent of each Lender or (iiiiv) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of Section 10.04(i), the provisions of this Section or the definition of the “term "Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/), 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and the Lenders hereunder are Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Collateral Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this required in accordance with Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 9.2 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Agreement.
Appears in 2 contracts
Samples: Security Agreement (GameStop Corp.), Credit Agreement (Zale Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither NeitherSubject to Section 1.6, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or or, the date for the payment of any interest on any Loan, or the date for the payment of any fee payable hereunder, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or or, (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent, (iv) change Section 2.17(a), Section 2.17(b) or Section 2.17(c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly or adversely affected thereby or (v) to the extent any Guaranty is then in effect, release any material Guarantor (except as such release is otherwise provided for in this Agreement or in the other Loan Documents) without the written consent of each Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender or any Issuing Bank in exercising any power or right 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 Administrative Agents Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Revolving Commitment (other than as contemplated in Section 2.24) or decrease the commitment fees of any Lender without the prior written consent of such Lender Lender, (iii) release all or substantially all of the Guarantors from the obligations under the Guarantee Agreement (except as permitted by Section 5.09(c) or as provided in the Guarantee Agreement) or limit any Loan Party’s liability in respect of its Guarantee (other than by virtue of any release permitted hereby), without the written consent of each Lender, or (iiiiv) amend or modify the provisions of Section 8.4(h) or 2.11(c), the provisions of this Section or Section, the definition of the “Required Lenders”” or the provisions of Section 9.03, without the prior written consent of each affected Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Administrative Agent Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent or such Administrative AgentIssuing Bank or Swingline Lender. Each Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be bound by effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification authorized requiring the consent of all Lenders or each affected Lender that by this Section its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(c) Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and any consent signed by any the Designating Lender pursuant to this Section shall bind any assignee on behalf of its rights and interests hereunder. FurtherDesignated Bank affected thereby, notwithstanding anything (i) subject such Designated Bank to any additional obligations, (ii) reduce the principal of, interest on, or other amounts due with respect to, the Designated Bank Note made payable to such Designated Bank, or (iii) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Designated Bank Note made payable to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentDesignated Bank.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement, Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, (iii) reduce or terminate the obligations of the Guarantor or (iiiiv) amend or modify the provisions of Section 8.4(h) or 2.17, the provisions of Section 10.04(i), the provisions of this Section or the definition of the “term "Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (He Holdings Inc), Credit Agreement (He Holdings Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee or the Letter of Credit Fee of any Lender or amend the obligation of any Lender to purchase or hold participations in Letters of Credit after the Termination Date without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.16 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent; and provided still further that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Facility Agreement (At&t Corp), Credit Agreement (At&t Corp)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents and Agent or the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Interim Loan Commitments or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17 , the provisions of Section 8.4(h) or 9.04(i), the provisions of this Section or the definition of the term “Required Lenders”,” or release any Guarantor or Collateral (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05), without the prior written consent of each Lender, (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(h) without the written consent of such SPC; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding Notwithstanding anything to the contrary contained herein, if no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or modification hereunder, except for any such amendment, waiver or modification that requires the consent of each Lender or each affected Lender.
(b) This Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agents Agent and the Company Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(c) This Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with replacement term loans (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall have jointly identified an obvious error not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the Applicable Margin for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any error or omission period after the latest final maturity of a technical or immaterial nature the Term Loans in effect immediately prior to such refinancing
(d) Notwithstanding any provision of this Section 9.08, the Administrative Agent and the Lenders will (i) negotiate in good faith any amendment or modification to the Loan DocumentsDocuments (including, then without limitation, any amendments to the representations and warranties, undertakings and events of default contained therein) which are requested by the Borrower following input from the management of the Target Group on the anticipated operational requirement and flexibility of the Borrower and its Subsidiaries following completion of the Offer and the Transactions and (ii) use commercially reasonable efforts to execute any such documents required to implement any such amendment or modification.
(e) Notwithstanding any provision of this Section 9.08, the Borrower will (i) negotiate in good faith any amendment or modification to the Loan Documents which are requested by the Administrative Agents Agent (acting reasonably) after the date hereof and the Company shall be permitted (ii) use commercially reasonable efforts to amend execute any such provision and documents required to implement any such amendment shall become effective without any further action or consent of any other party to any Loan Documentmodification.
Appears in 2 contracts
Samples: Senior Secured Interim Loan Agreement (Avis Budget Group, Inc.), Senior Unsecured Interim Loan Agreement (Avis Budget Group, Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, thereof or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Revolving Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.15 or Section 9.04(h), the provisions of this Section or the definition of the “"Required Lenders”", or release all or substantially all of the Collateral or the Guarantees of the Subsidiary Guarantors pursuant to the Guarantee and Collateral Agreement (except as provided therein or in Section 9.13), without the prior written consent of each Lender; provided , provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Facility Agreement (Agere Systems Inc), Revolving Credit and Term Loan Facility Agreement (Agere Systems Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative the ------------------- Agent or any Lender in exercising any power or right 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 Administrative Agents Agent, the Lenders and the Lenders Borrowers hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that -------- ------- no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.16 or Section 9.03, the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such -------- ------- agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section Section, and any consent by any Lender pursuant to this Section shall bind any subsequent assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentLender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Penney J C Funding Corp), 364 Day Revolving Credit Agreement (Penney J C Funding Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or the other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary the other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Agent party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment, Commitment of any Lender or decrease the commitment Commitment Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend the provisions of Section 4.02 of the Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of Section 8.4(h) or this Section 10.08 or the definition of the terms “Required Lenders”,” “Majority Lenders,” or any other provision of this Agreement specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral or the Subsidiary Guarantor from its Guarantee under the Collateral Agreement, unless, in the case of the Subsidiary Guarantor, all or substantially all the Equity Interests of the Subsidiary Guarantor is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative either Agent hereunder without the prior written consent of such Administrative AgentAgent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee Assignee of its rights and interests hereunder. Further, notwithstanding anything to such Lender.
(c) Without the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Refinancing Term Loan Commitments or Extended Term Loan Commitments in a manner consistent with Section 2.21, including, with respect to Refinancing Term Loans or Extended Term Loans, as may be necessary to establish such Refinancing Term Loan Commitments or Extended Term Loan Commitments as a separate Class or tranche from the existing Commitments. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender on subsequent payment dates to the extent not exceeding the legal limitation.
Appears in 2 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) 2.14 or 10.4(i), the provisions of this Section 10.8 or the definition of the “term "Required Lenders”, " without the prior written consent of each Lender; provided further, however, that no (iii) release any Specified Guarantor without the prior written consent of Lenders having Loans at such agreement shall time representing at least 80% of the sum of all Loans outstanding at such time or (iv) amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Senior Subordinated Loan Agreement (Schein Pharmaceutical Inc), Senior Subordinated Loan Agreement (Danbury Pharmacal Puerto Rico Inc)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Utilization Fees or Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of Article IX, 95 89 the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Harsco Corp), Five Year Credit Agreement (Harsco Corp)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment date for payment of any fees of any Lender Lender, or waive or excuse any such payment or any part thereof, without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.16, the provisions of Section 8.4(h) or 9.04(h), the provisions of this Section or the definition of the term “Required Lenders”, or (except as expressly provided in Section 9.17) release all or substantially all the Subsidiary Guarantors or all or substantially all the Collateral, without the prior written consent of each Lender or (iv) contractually subordinate any of the Collateral Agent’s Liens without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan DocumentsCollateral Agent, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentrespectively.
Appears in 2 contracts
Samples: Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon Refining Krotz Springs, Inc.)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender Bank in exercising any power or right 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 Administrative Agents Agent and the Lenders Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Agent, the Borrower and the Required LendersBanks; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment of or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely Bank affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender Bank without the prior written consent of such Lender Bank, or (iii) amend or modify the provisions of Section 8.4(h) or 2.18, the provisions of this Section Section, or the definition of the “Required LendersBanks”, without the prior written consent of each LenderBank; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of the Agent; provided further that no such Administrative Agent. Each Lender agreement shall be bound by any waiveramend, amendment modify or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in waive any provision of Article III without the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or written consent of each Issuing Bank; provided further that no such agreement shall amend, modify or waive any other party to any Loan Documentprovision of Section 2.23 without the written consent of the Agent and each Issuing Bank.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.), Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees or Utilization Fees of any Lender without the prior written consent of such Lender, (iii) except in accordance with Section 10.17, reduce or terminate the obligations of either Guarantor, without the prior written consent of each Lender or (iiiiv) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of Section 10.04(i), the provisions of this Section or the definition of the term “Required Lenders”, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility, 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Collateral Agent hereunder (herein, the "Collateral Agent's Rights and the Lenders hereunder are Remedies") shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent's Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Agent's Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent's Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent's Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent's Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent's Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Obligations. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Collateral Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this required in accordance with Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 9.02 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Agreement.
Appears in 2 contracts
Samples: Security Agreement (Marsh Supermarkets Inc), Security Agreement (Marsh Supermarkets Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 2.15 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”, ," without the prior written consent of each Lender, or (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, provided that so long as no Default or Event of Default has occurred and is continuing, no consent of any Lender or the Agent shall be required for the release of any Collateral with the sale or other disposition of the assets described on Schedule 2.10 hereto and (z) in any fiscal year of the Borrower, Collateral having a fair market value not in excess of $25,000,000 shall be released upon sale or other disposition with only the consent of the Agent; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Samples: Five Year Revolving Credit Facility Agreement (Avaya Inc), Revolving Credit Facility Agreement (Avaya Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Issuing Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Holdings, any Borrower or any Subsidiary other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Company Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Revolver Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))or any L/C Disbursement, or amend or modify Section 8.16extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest for purposes of this clause (i) and (z) that waiver or reduction of a post-default increase in interest shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender),
(ii) increase the CommitmentRevolver Commitment of any Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the commitment fees of any Lender Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase or extension of maturity); provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii) and (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the Unused Line Fees for purposes of this clause (iii),
(iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.04 and 9.08(d)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 8.4(h2.18(b) or (c) of this Section or Agreement in a manner that would by its terms alter the definition pro rata sharing of the “Required Lenders”payments required thereby, without the prior written consent of each Lender,
(v) amend or modify the provisions of Section 7.02, Sections 9.08(a), (b) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any Revolver Commitment Increase, Extended Revolver Commitments (and the related credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto, or
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent Agent, an Issuing Bank or the Swingline Lender hereunder without the prior written consent of such the Administrative Agent, such Issuing Bank acting as such at the effective date of such agreement or the Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of its rights such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Revolver Commitments of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests hereunder. Furthertherein comply with applicable law.
(d) Notwithstanding the foregoing, notwithstanding this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolving Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained hereinin this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agents Agent and the Company shall Borrowers have jointly identified an obvious error or any error or omission of a technical or immaterial nature nature, in each case, in any provision of the Loan Documents, then the Administrative Agents Agent and the Company Borrowers shall be permitted to amend such provision and such amendment shall become effective (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without any further action or the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other party document to any be consistent with this Agreement and the other Loan DocumentDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent L/C Issuer or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Holdings, any Borrower or any Subsidiary other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required LendersLenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements as provided for therein; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16any L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment, Commitment of any Lender or decrease the commitment Fees or other fees of any Lender without the prior written consent of such each Lender adversely affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),
(iii) extend or waive any scheduled amortization payment or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 8.4(h2.19(c) or this Section or in a manner that would by its terms alter the definition pro rata sharing of the “Required Lenders”payments required thereby, without the prior written consent of each LenderLender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) effect any waiver, amendment or modification to release all or substantially all value of the Collateral or release Holdings or all or substantially all value of the Guarantees, taken as a whole, given by the Subsidiary Loan Parties under the applicable Security Document, without the prior written consent of each of the Lenders (provided, for the avoidance of doubt, this provision shall not limit those releases that are made pursuant to Section 9.18 in connection with transactions permitted by this Agreement),
(vii) effect any waiver, amendment or modification that by its terms directly adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in other Facilities, without the consent of majority lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.12 so long as the application of any prepayment or Commitment reduction still required to be made is not changed), or
(viii) change or impose any restriction on the ability of any Lender to assign any of its rights or obligations other than as provided for in Section 9.04; provided provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or a L/C Issuer hereunder without the prior written consent of the Administrative Agent or such Administrative AgentL/C Issuer acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of its rights such Lender. This Agreement and all other Loan Documents may be amended or modified without the consent or signature of the Loan Parties (other than the Borrowers) and, after giving effect to each such amendment and modification, all Loan Documents shall continue in full force and effect except no such amendment, waiver or modification to Article X of this Agreement or any other Loan Document to which such Loan Party is a party may be effective without the consent of such Loan Party.
(c) Without the consent of any Joint Lead Arranger or any Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Creditors, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Creditors, in any property or so that the security interests hereunder. Furthertherein comply with applicable law.
(d) Without the consent of any Joint Lead Arranger or any Lender, the Canadian Borrower and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion) enter into any amendment or modification of any Loan Document to cure any ambiguity, defect or inconsistency.
(e) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(f) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.
(g) Notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company no Defaulting Lender shall have jointly identified any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender (if being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02 or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an obvious error extension or increase of any Commitment of any Lender) and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(h) Notwithstanding anything in this Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any error or omission of a technical or immaterial nature in departure by any provision of the Loan DocumentsParty therefrom, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without (B) otherwise acted on any further action or consent of any other party matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliate of Holdings shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate of Holdings; provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliate of Holdings of its Pro Rata Share of any payments to which such Affiliate of Holdings is entitled under the Loan Documents without such Affiliate of Holdings providing its consent; provided, further, that such Affiliate of Holdings shall have the right to approve any amendment, modification, waiver or consent of the type described in Section 9.08 (b)(i), (ii), (iii), (iv) or (v) of this Agreement to the extent that such Affiliate of Holdings is affected thereby; and in furtherance of the foregoing, (x) the Affiliate of Holdings agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 9.08(h); provided that if the Affiliate of Holdings fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by the Affiliate of Holdings as the Affiliate of Holdings’ attorney-in-fact, with full authority in the place and stead of the Affiliate of Holdings and in the name of the Affiliate of Holdings, from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph (h).
(i) Each Affiliate of Holdings, solely in its capacity as a Term Loan Lender, hereby agrees that if any Restricted Subsidiary shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Laws (“Bankruptcy Proceedings”), (i) such Affiliate of Holdings shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliate of Holdings’ claim with respect to its Loans (a “Claim”) (including, without limitation, objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliate of Holdings is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders and (ii) with respect to any matter requiring the vote of Term Loan Lenders during the pendency of a Bankruptcy Proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliate of Holdings (and any Claim with respect thereto) shall be deemed to be voted in accordance with Section 9.08(h), so long as such Affiliate of Holdings is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Term Lenders. For the avoidance of doubt, the Lenders and each Affiliate of Holdings agree and acknowledge that the provisions set forth in this paragraph (i) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Company Party has filed for protection under any Debtor Relief Law applicable to such Company Party.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date of, or date for the payment of any interest on or principal on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, or (ii) increase or extend the CommitmentCommitment of any Lender, or decrease or extend the commitment fees date for payment of any Lender Fees payable to such Lender, without the prior written consent of such Lender Lender, or (iii) amend or modify the pro rata requirements of Section 2.12, the mandatory prepayment provisions of Section 8.4(h) or 2.10, the provisions of Section 9.04(j), the provisions of this Section or the definition of the term “Required Lenders”,” without the prior written consent of each Lender, or (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC, or (v) release all or any substantial part of the Collateral without the prior written consent of each Lender or (vi) release any Guarantor, without the prior written consent of each Lender; provided provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan DocumentsCollateral Agent, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentas applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.16extend the maturity date of any Letter of Credit to a date after the Maturity Date, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees or Utilization Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of Section 10.04(i), the provisions of this Section or the definition of the term “Required Lenders”, without the prior written consent of each Lender; provided further, however, further that no such agreement shall (A) amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent or (B) amend, modify or otherwise affect the rights or duties of any Administrative Agent Issuing Lender hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIssuing Lender.
Appears in 1 contract
Samples: Five Year Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or the date for the payment of any Commitment Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the CommitmentCommitment of any Lender, or decrease the commitment fees Commitment Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.13, 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender or the Agent pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary Holdings in any case shall entitle such party the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof nor any other Loan Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected therebythereby (provided that, for the avoidance of doubt, the Required Lenders may waive any prepayment, and the Required Lenders, the Borrower and Holdings may amend or modify any prepayment provisions), (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h9.04(j) or the provisions of this Section or release any Guarantor (other than in connection with the definition sale, disposition, liquidation or dissolution of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the “Required Lenders”Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class (provided that, for the avoidance of doubt, the Required Lenders may waive any prepayment, and the Required Lenders, the Borrower and Holdings may amend or modify any prepayment provisions, in each case so long as the application as between Classes is not affected), (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment the Collateral Agent, the Issuing Bank or modification authorized by this Section the Swingline Lender.
(c) Notwithstanding the foregoing, technical and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything conforming modifications to the contrary contained herein, if Loan Documents may be made with the consent of the Borrower and the Administrative Agents and Agent to the Company shall have jointly identified an obvious error extent necessary to integrate any Incremental Term Commitments or any error Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or omission of a technical or immaterial nature in any provision of the Loan DocumentsRevolving Credit Commitments, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentas applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent Agent, the Issuing Bank or any Lender in exercising any power or right 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 Administrative Agents Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.. 68
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, each other affected Loan Party and the Required LendersLenders (except, in the case of the Parent Guaranty, as otherwise provided in Section 11 thereof); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) or 2.17, the provi- sions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender or (iv) release or otherwise limit or modify the obligations of any Guarantor (except as provided in the Subsidiary Guaranty or the Affiliate Guaranty) or release any of the collateral securing the Obligations (except as provided in the Security Agreement) in each case without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender and each holder of a Loan shall be bound by any waiver, amendment or modification authorized by this Section Section, and any consent by any Lender or holder of a Loan pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of Person subsequently acquiring a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentfrom it.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Facility Agreement (Metris Companies Inc)
Waivers; Amendment. (a) No failure or delay on the part of any Administrative Agent or any Lender party hereto in exercising any right or power or right 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 Administrative Agents and the Lenders hereunder parties hereto are cumulative and are not exclusive of any rights or remedies which 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) belowof 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 the Company or any Subsidiary 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 except pursuant to an agreement or agreements in writing entered into by the Company each Representative and the Required Lenders; providedCollateral Agent. Notwithstanding the foregoing, howeverexcept during the pendency of an Insolvency or Liquidation Proceeding, that no such agreement shall (i) decrease the principal amount ofprovision of this Agreement may be terminated, waived, amended or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, modified without the prior written consent of each Lender directly Holdings if such termination, waiver, amendment or modification would adversely affected thereby, (ii) increase affect any Grantor. The Credit Agreement Secured Parties agree not to amend Section 9.05 of the Commitment, or decrease the commitment fees of any Lender Credit Agreement without the prior written consent of the Collateral Agent.
(c) So long as permitted by the Credit Documents then in effect, Holdings may from time to time designate Indebtedness and other obligations at the time of incurrence to be secured on a pari passu basis with the then outstanding Obligations as Additional Obligations hereunder by delivering to the Collateral Agent and each Representative (i) a certificate signed by a Responsible Officer of Holdings (A) identifying the Indebtedness and other obligations so designated and the aggregate principal amount or face amount thereof, (B) stating that such Lender Indebtedness and other obligations are designated as Additional Obligations for purposes hereof, (C) representing that such designation of such Indebtedness and other obligations as Additional Obligations complies with the terms of the Credit Documents then outstanding and (D) specifying the name and address of the Representative for such Indebtedness and other obligations and (ii) a fully executed Joinder (substantially in the form attached as Annex A), and with respect to security interests, guarantees or any other payment undertakings to be granted in connection with these Additional Obligations by a Swiss Grantor, subject to the consent in writing of such Swiss Grantor. Each Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act hereunder for the benefit of all Secured Parties, including any Secured Parties that hold any Additional Obligations, and each Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Obligations as set forth in each Joinder and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement.
(d) In order to secure any Series of Additional Obligations, on the date on which such Series of Additional Obligation is incurred, and subject to no default having occurred and being continuing under the Credit Documents, the Collateral Agent at the direction of the Applicable Representative is authorized to, and shall, at the request of Holdings and, with respect to any security interest being granted by any Swiss Grantor, subject to the consent of such Grantor, (i) enter into such additional security documents and related instruments as shall be reasonably necessary to secure such Additional Obligations, (ii) make such changes to Sections 4.10 and 4.13 as shall be reasonably necessary for the Additional Obligations to benefit ratably from the provisions of such sections, and (iii) amend release the security interests in the Collateral and shall, simultaneously with the grant of Liens in respect of the new Additional Obligations, retake such security interests in the Collateral; provided that all holders of Liens on behalf of other Indebtedness or modify obligations secured by such Collateral concurrently release and (if applicable) retake the provisions security interests in the same manner; provided further that following such release and retaking the security interests in the Collateral are not subject to any new hardening period or limitation (excluding any such hardening period or limitation that existed prior to such release and retaking) which is not also applicable to the Lien granted in favor of Section 8.4(hthe new Additional Obligations and any such other Indebtedness or obligations (it being understood that the new Additional Obligations and such other Indebtedness and obligations may be subject to longer or more onerous hardening periods or limitations) or the Collateral Agent has received a solvency opinion in form and substance reasonably satisfactory to the Applicable Representative; provided further that if the enforceability or priority of the pre-existing Series of Obligations may be impaired by the release of such security interests, the Collateral Agent shall have received the consent of the Applicable Representative.
(e) Upon the written instructions of the Trustee to the Collateral Agent, the Collateral Agent and the Grantors shall enter into any amendment to this Agreement that Holdings determines is reasonably necessary to comply with Section 12.01(a) of the Indenture, and no consent or action by any other Party shall be required in order for such amendment to be given full force and effect.
(f) Any Person that duly executes an Assignment and Acceptance or an Additional Bank Secured Party Acknowledgement (each as defined in, and in accordance with the terms of, the Credit Agreement) shall become a Credit Agreement Secured Party hereunder, with all rights and obligations attendant thereto, with no further action by any other Party required. Any Person that duly executes a Guarantor Joinder (as defined in, and in accordance with the terms of, the Credit Agreement) or the definition of Assumption Supplemental Indenture (as defined in, and in accordance with the “Required Lenders”terms of, without the prior written consent of each Lender; provided furtherIndenture) shall become a Grantor hereunder, howeverwith all rights and obligations attendant thereto, that with no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound further action by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentParty required.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (RenPac Holdings Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Subject to Section 5.03, the rights and remedies of the Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, the Administrative Agent and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or of, any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.1610.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, availability of the Commitments or decrease or extend the commitment date for payment of the duration fees, ticking fees or funding fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 3.13 or Section 10.04(i), the provisions of this Section 10.07 or the definition of the “Required Lenders”, without the prior written consent of each LenderLender or (iv) change the requirement that disbursements made by any Lender be made ratably with respect to its Loan Exposure without the prior written consent of each Lender directly affected thereby; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.07 and any consent by any Lender pursuant to this Section 10.07 shall bind any assignee of its rights and interests hereunder. FurtherNotwithstanding any of the foregoing, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Loan Documents, then Company and the Administrative Agents Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Company Administrative Agent shall be permitted not have received, within five Business Days of the date of such notice to amend the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentamendment.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (iI) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of person subsequently acquiring a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentfrom it.
Appears in 1 contract
Samples: Credit Facility Agreement (Kansas City Southern Industries Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative the Agent or any Lender Bank in exercising any power or right 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 Administrative Agents Agent and the Lenders Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required LendersBanks; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely holder of a Note affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease the commitment fees Commitment Fees of any Lender Bank without the prior written consent of such Lender Bank, or (iii) amend or modify the provisions of Section 8.4(h) or 2.15, the provisions of this Section or the definition of the “"Required Lenders”Banks", without the prior written consent of each LenderBank; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative the Agent hereunder without the prior written consent of such Administrative the Agent. Each Lender Bank and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender Bank or holder of a Note pursuant to this Section shall bind any assignee of its rights and interests hereunder. Furtherperson subsequently acquiring a Note from it, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company whether or not such Note shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentbeen so marked.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Borrower, the Administrative Agent or Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Borrower, the Administrative Agents Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of the Commitment Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 2.17 or 9.04(i), the provisions of this Section or Section, the definition of the “term "Borrowing Base", the definition of the term "Required Lenders”, " or release all or substantially all the Guarantors or all or any substantial part of the Collateral without the prior written consent of each Lender, (iv) waive or change the allocation between Tranche A Term Loans and Tranche B Term Loans of any prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding at least 66-2/3% of the aggregate outstanding principal amount of the Tranche A Term Loans and (B) Lenders holding at least 66-2/3% of the aggregate outstanding principal amount of the Tranche B Term Loans or (v) amend Section 2.13(k) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans; provided furtherfurther that (i) no such agreement that by its terms adversely affects the rights of the Revolving Credit Lenders, however, that the Tranche A Lenders or the Tranche B Lenders in a manner different from its effect on the other classes of Lenders shall not become effective unless approved by a majority in interest of the class or classes of Lenders so adversely affected (voting as a single group) and (ii) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.79 74
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender or extend any date for payment thereof without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.such
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Eg&g Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and the Lenders hereunder are Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Grantor in any case shall entitle such party Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Security Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Collateral Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to whom such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by any Lender pursuant to this required in accordance with Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 9.2 of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Zale Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or the Paying Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Paying Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of the Commitment Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of the provisions of Section 8.4(h) 2.17, amend or modify the provisions of Section 9.04(i), the provisions of this Section or 9.08, the definition of the “term "Required Lenders”" or release the Guarantor or all or any substantial part of the Collateral (except for any release expressly permitted by the Loan Documents, including Article VIII of this Agreement), without the prior written consent of each LenderLender or (iv) change the allocation between Tranche A Term Loans and Tranche B Term Loans of any prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding a majority of the aggregate outstanding principal amount of the Tranche A Term Loans and (B) Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Paying Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such Administrative the Paying Agent. Each Lender shall be bound by any waiver, amendment the Collateral Agent, the Issuing Bank or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Furtherthe Swingline Lender, notwithstanding anything to as the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentcase may be.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender or extend any date for payment thereof without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 2.17 or Section 9.04(h), the provisions of this Section or the definition of the “"Required Lenders”, ," or (iv) release the Company from any of its obligations under Article VII hereof without the prior written consent of each Lender; provided furtherPROVIDED FURTHER, howeverHOWEVER, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent the Agents hereunder without the prior written consent of such Administrative Agentthe Agents. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any by the Administrative Agent Agent, or any Lender Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agents Agent and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies which that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 6.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or other extension of credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender, any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Company or any Subsidiary Grantor in any case shall entitle such party any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Administrative Agent and the Required Lenders; provided, however, that no Grantor or Grantors with respect to which such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and is to apply, subject to any consent by required in accordance with Section 10.08 of the ABL Credit Agreement. For the avoidance of doubt, the Administrative Agent shall have no obligation to execute and deliver any Lender pursuant amendment, supplement, modification or waiver to this Section Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the other Loan Documents. In signing such amendment, supplement, modification or waiver, the Administrative Agent shall bind any assignee be entitled to receive indemnity satisfactory to it and in all cases shall be provided with, and shall be fully protected in relying in good faith upon, a certificate of its rights and interests hereunder. Further, notwithstanding an Officer of the Company.
(c) Notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission Agent may grant extensions of a technical or immaterial nature in any provision time of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Amendment Two Effective Date for the perfection of security interests in the assets of the Grantors on such date) where it reasonably determines, in consultation with the Company, that perfection or obtaining of such items cannot be accomplished by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Verso Corp)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount 71 67 of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) 2.14 or Section 8.04(h), the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the CAF Agent hereunder without the prior written consent of such the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Electric Co)
Waivers; Amendment. (a) No failure or delay of any Administrative by the Collateral Agent or any Lender in exercising any right or power hereunder or right hereunder under any other Loan Document 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 Administrative Agents Collateral Agent hereunder and under the Lenders hereunder other Security Documents are cumulative and are not exclusive of any rights or remedies which they that it would otherwise have. No waiver of any provision of this Agreement any Security Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.09, 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 the Company or any Subsidiary Loan Party in any case shall entitle such party any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Collateral Agent and the Required LendersGrantor with respect to which such waiver, amendment or modification is to apply and consented to by the Majority Secured Parties; provided, however, that no such agreement shall (i) decrease any amendment or waiver of this Agreement that by its terms adversely affects the principal amount ofrights of the Revolving Loan Secured Parties differently from those of the Term Loan Secured Parties shall require the prior written consent of Required Lenders (as defined in the Revolving Loan Credit Agreement), and any amendment or extend waiver of this Agreement that by its terms adversely affects the maturity rights of the Term Loan Secured Parties differently from those of the Revolving Loan Secured Parties shall require the prior written consent of the Required Lenders (as defined in the Term Loan Credit Agreement), (ii) except as expressly provided in Section 11.15, any amendment or any scheduled principal payment date or date for waiver having the payment effect of a release of any interest on guarantee hereunder or all or substantially all of the Collateral from the Lien hereunder, and any Loantermination of this Agreement, in each case, shall require the prior written consent of each Lender, (iii) any amendment to the Security Documents that directly or waive indirectly narrows the description of the Collateral or excuse the obligations being secured thereby, changes the priority of payments to the Secured Parties hereunder or under any such payment other Security Document, amends the definition of "Majority Secured Parties" or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to amends this Section 2.12(d)), or amend or modify Section 8.16, 11.09 may be not made without the prior written consent of each Lender directly adversely affected thereby, and (iiiv) increase provisions solely affecting the Commitment, rights of the Secured Parties among themselves may be amended or decrease the commitment fees of any Lender waived without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentGrantor.
Appears in 1 contract
Samples: Guarantee, Collateral and Intercreditor Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of the Commitment Fee of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata sharing provisions of Section 8.4(h) 2.17 or the provisions of Section 10.04(i), the provisions of this Section or Section, the definition of the “term "Required Lenders”" or release the Borrower or any Subsidiary Guarantor or all or any substantial part of the Collateral, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCollateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary Holdings in any case shall entitle such party the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan (except as provided in the definition of Maturity Date), or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase decrease or extend the Commitment, or decrease the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.12, the provisions of Section 8.4(h9.04(j) or the provisions of this Section or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, or (iv) reduce the percentage contained in the definition of the term “Required Lenders”, ” without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCollateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Rentech Inc /Co/)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or the Paying Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Paying Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of the Commitment Fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the pro rata requirements of the provisions of Section 8.4(h) 2.17, amend or modify the provisions of Section 9.04(i), the provisions of this Section or Section, the definition of the “term "Required Lenders”" or release all or any substantial part of the Collateral (except for any release expressly permitted by the Loan Documents), without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Paying Agent, the Collateral Agent or the Issuing Bank hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such Administrative the Paying Agent. Each Lender shall be bound by any waiver, amendment the Collateral Agent or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentIssuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Waivers; Amendment. (a) No failure or delay of any Administrative either Agent or any Lender or LC Bank in exercising any power or right 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 Administrative Agents Agents, the Lenders and the Lenders LC Banks hereunder are cumulative and are not exclusive of any rights or remedies which righxx xx xxmedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) below, 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 the Company or any Subsidiary Borrower 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanOutstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Outstanding Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, any Commitment or decrease the commitment fees LC Fee of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 2.14, 2.15, 6.02, 6.03 or 9.04(h), the provisions of this Section or the definition of the “"Cash Collateral Requirement" or "Required Lenders”", or (iv) release any of the Collateral (other than in connection with Restricted Payments permitted under Section 5.12), without the prior written consent of each LenderLender affected thereby; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, any Administrative Agent hereunder LC Bank or the Trustee without the prior written consent of such the Administrative Agent, the Collateral Agent, such LC Bank or the Trustee, as the case may be. Each Lender and LC Bank shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender Lender, the Administrative Agent or any LC Bank pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender Purchaser in exercising any power or right hereunder or under any other Transaction Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders Purchasers hereunder and under the other Transaction Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Transaction Document or consent to any departure by the Issuer or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Issuer in any case shall entitle such party the Issuer to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Issuer and the Required LendersPurchasers (or the Administrative Agent acting at the written direction of the Required Purchasers); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanNote, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Note, without the prior written consent of each Lender Purchaser directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Notes as a result of the occurrence of a Default or an Event of Default), (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment date for payment of any fees of any Lender Purchaser without the prior written consent of such Lender or Purchaser, (iii) amend or modify the pro rata requirements of Section 2.11, the provisions of Section 8.4(h10.04(j) or the provisions of this Section or release any Subsidiary Guarantor (other than in connection with the definition sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the “Required Lenders”Collateral, without the prior written consent of each LenderPurchaser, (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 10.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Purchasers” without the prior written consent of each Purchaser (it being understood that with the consent of the Required Purchasers, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Purchasers on substantially the same basis as the Commitments on the date hereof); provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Transaction Document without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and Agent or the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCollateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay on the part of any the Administrative Agent, either Senior Managing Agent, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender in exercising any power or right 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 discontinuation 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 Administrative Agents Agent, the Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Loan Parties therefrom shall in any event be effective unless the same shall be permitted by paragraph paragraphs (b) or (c) below, 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 the Company or any Subsidiary Loan Parties in any case shall entitle such party the Loan Parties to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement or any of the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by SSCC, JSCE, the Borrower and the Required Lenders, (ii) in the case of the Guarantee Agreement, pursuant to an agreement or agreements in writing entered into by the Company Guarantors and the Collateral Agent and consented to by the Required Lenders, (iii) in the case of any of the Security Documents, pursuant to an agreement or agreements in writing entered into by the parties thereto and consented to by the Required Lenders or (iv) in the case of a Letter of Credit, pursuant to an agreement or agreements entered into by the Borrower and the Fronting Bank; provided, however, that no such agreement shall (iA) decrease change the principal amount ofof any Loan, or extend the final scheduled maturity of or any Loan, extend the scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse forgive any such payment or any part thereof, thereof or decrease reduce the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.16, in each case without the prior written consent of each Lender directly adversely affected thereby, (iiB) increase the Commitment, amount or decrease extend the commitment fees termination date of the Commitment or the LC Commitment or reduce or extend the date for payment of the Fees of any Lender Lender, in each case without the prior written consent of such Lender or Lender, (iiiC) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h) or 10.03, the provisions of this Section 10.08(b) or the definition of the “term "Required Lenders”" without the prior written consent of each Lender, (D) release all or substantially all the Collateral, except as expressly permitted by the Security Documents or this Agreement, without the prior written consent of each Lender, (E) reduce any Tranche A Term Loan Repayment Amount or extend any Tranche A Term Loan Repayment Date (other than the Tranche A Maturity Date), in each case without the prior written consent of Lenders holding Tranche A Term Loans representing at least 75% of the aggregate outstanding principal amount of the Tranche A Term Loans, (F) reduce any Tranche B Term Loan Repayment Amount or extend any Tranche B Term Loan Repayment Date (other than the Tranche B Maturity Date), in each case without the prior written consent of Lenders holding at least 75% of the aggregate outstanding principal amount of the Tranche B Term Loans, (G) change the allocation of prepayments to be made pursuant to Section 2.12(b) or 2.13(d) or (i) without the prior written consent of (1) Lenders holding more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans and (2) Lenders holding more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans, (H) change the application of prepayments of Tranche A Term Loans pursuant to Section 2.12(b) or 2.13(d) or (i) without the prior written consent of Lenders holding Tranche A Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans or (I) change the application of prepayments of Tranche B Term Loans pursuant to Section 2.12(b) or 2.13(d) or (i) without the prior written consent of Lenders holding more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans; provided and provided, further, however, that (I) no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent Agent, the Collateral Agent, the Fronting Bank or the Swingline Lender hereunder without the prior written consent of such the Administrative Agent. Each Lender , the Collateral Agent, the Fronting Bank or the Swingline Lender, respectively, (II) any agreement described in clause (E), (F), (G), (H) or (I) above that is consented to by the requisite Lenders as provided therein shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything effective as to the contrary contained hereinmatters described in such clauses even if it shall not have been consented to by the Required Lenders and (III) no such agreement shall release any Guarantor from its obligations under the Guarantee Agreement, if without the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission prior written consent of Lenders holding Loans, a technical or immaterial nature in any provision share of the Loan Documentsused LC Commitments and unused Commitments representing at least 75% of the sum of (x) the aggregate principal amount of the Loans, then (y) the Administrative Agents LC Exposure and (z) the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentaggregate unused Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d))Loan, or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment facility fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 2.17 or Section 8.4(h) or ), the provisions of this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Credit Facility Agreement (Bristol Myers Squibb Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, Commitment or decrease the commitment fees Facility Fee of any Lender or extend any date for payment thereof without the prior written consent of such Lender or Lender, (iii) amend or modify the provisions of Section 8.4(h) 2.15 or Section 9.04(h), the provisions of this Section or the definition of the “"Required Lenders”, ," or (iv) release the Company from any of its obligations under Article VII hereof without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Eg&g Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Issuing Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Holdings, any Borrower or any Subsidiary other Loan Party in any case shall entitle such party person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Term Borrower and the Required LendersLenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements as provided for therein; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16any L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment, Commitment of any Lender or decrease the commitment Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),
(iii) extend or waive any Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 8.4(h2.18(c) or this Section or in a manner that would by its terms alter the definition pro rata sharing of the “Required Lenders”payments required thereby, without the prior written consent of each Lender; provided furtherLender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the terms "Required Lenders," "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, howeveramend or modify any rights hereunder or make any determination or grant any consent hereunder, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each each Lender shall be bound by any waiveradversely affected thereby (it being understood that, amendment or modification authorized by this Section and any with the consent by any Lender of the Required Lenders, additional extensions of credit pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to Agreement may be included in the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision determination of the Loan Documents, then Required Lenders on substantially the Administrative Agents same basis as the Loans and Commitments are included on the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.Closing Date),
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, provided that no such agreement shall (i) decrease increase the Commitment any Lender without the written consent of such Lender, (ii) reduce the principal amount ofof any Loan or reduce the rate of interest thereon, or extend reduce any fees payable hereunder, without the maturity written consent of or each Lender affected thereby, (iii) postpone the date of any scheduled principal payment date or date for the payment of any interest on the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Commitment, without the prior written consent of each Lender directly adversely affected thereby, (iiiv) increase the Commitment, change Section 2.15 or decrease the commitment fees change any other provision of any Lender Loan Document in a manner that would alter the pro rata sharing of payments required thereby, without the prior written consent of such Lender each Lender, (v) change section 9.04(h), (vi) limit or release the guarantee set forth in Article VII, or (iiivii) amend or modify change any of the provisions of Section 8.4(h) or this Section or the definition of the “"Required Lenders”" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiverNotwithstanding the foregoing, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement may be amended by an agreement in writing entered into by the Loan DocumentsBorrower, then the Required Lenders and the Administrative Agents and Agent if (i) by the Company terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall be permitted to amend such provision and terminate upon the effectiveness of such amendment shall become effective without any further action and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or consent of any other party to any Loan Documentaccrued for its account under this Agreement.
Appears in 1 contract
Samples: 364 Day Revolving Credit Facility Agreement (Itt Industries Inc)
Waivers; Amendment. (a) No failure or delay of the Agents, any Administrative Agent Fronting Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agents, each Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 Holdings, the Company Borrower or any Subsidiary Guarantor in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be changed, waived, amended discharged or modified except pursuant to an agreement terminated unless such change, waiver, discharge or agreements termination is in writing entered into signed by the Company respective Loan Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Loan Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 9.08, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, howeverprovided further, that no such agreement change, waiver, discharge or termination shall (iu) decrease increase the principal Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (v) without the consent of the Swingline Lender or, in the case of Letters of Credit, the respective Fronting Bank, amend, modify or waive any provision of Section 2.01(c) or 2.20, respectively, or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Article VIII as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.11 or 2.12 (excluding Section 2.11(a)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Closing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Sections 2.11 and 2.12 (excluding Section 2.11(a)) and any section providing scheduled installments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend any Term Loan Installment Date or the maturity of or any scheduled principal payment installment otherwise due on such date or date for the payment of any interest on any Loan, or waive or excuse any applicable to such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Tranche or, without the prior consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date).
(c) Notwithstanding the foregoing, (i) this Agreement may be amended (or amended and restated) with the written consent of each Lender directly adversely affected therebythe Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and extensions of credit under the Revolving Credit Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Supermajority Lenders and (ii) increase this Agreement may be amended with the Commitment, or decrease the commitment fees of any Lender without the prior written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans ("Refinanced Term Loans") with a replacement term loan tranche hereunder ("Replacement Term Loans"), provided that (a) the aggregate principal amount of such Lender Refinanced Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or (iii) amend or modify less favorable to the provisions of Section 8.4(h) or this Section or Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the definition extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the “Required Lenders”, without the Term Loans in effect immediately prior written consent of each Lender; provided further, however, that no to such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentrefinancing.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Loan Party in any case shall entitle such party any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Company other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h9.04(k) or the provisions of this Section or release Guarantors representing all or substantially all the definition value of the “Required Lenders”Guarantee under Article X or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms directly and adversely affects the rights of Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly adversely affected Class, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof) and (vii) only the written consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the terms and provisions of Section 6.12, paragraph (d)(ii) of Article VII and the last two sentences of the definition of Consolidated EBITDA (and related definitions as used in such provisions, but not as used in other provisions of this Agreement), and no amendment or waiver of any of the foregoing in this clause (vii) may be made without the written consent of the Required Revolving Credit Lenders; provided further, however, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Administrative Collateral Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by , such Collateral Agent or such Issuing Bank, as the case may be, and (B) any waiver, amendment or modification authorized of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and any consent by any Lender the Required Lenders, this Agreement (including Section 2.17) may be amended to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if procedures approved by the Administrative Agents Agent.
(c) The Administrative Agent, Holdings and the Company shall have jointly identified an obvious error Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any error or omission of a technical or immaterial nature in any provision of the Loan DocumentsLender; provided, then the Administrative Agents and the Company shall be permitted to amend such provision and however, that no such amendment shall become effective without any further action or consent of any other party until the fifth Business Day after it has been posted to any Loan Documentthe Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent Fronting Bank or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent, the Fronting Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by UCAR, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 UCAR, the Company Borrower or any Subsidiary other Loan Party in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by UCAR, the Company Borrower, the other Credit Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16any L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) extend any Installment Date (other than any final maturity), or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of (A) in the case of Term Loans or the Tranche A Exposure, the Required Lenders and Lenders holding Term Loans or having Tranche A Exposures representing at least 80% of the aggregate principal amount of each Tranche affected by such action or (B) in the case of Loans under the Revolving Credit Commitments and Revolving L/C Disbursements, Lenders with Revolving Credit Commitments representing at least 80% of the aggregate Revolving Credit Commitments then in effect, (iii) advance any Installment Date without the prior written consent of Lenders holding Term Loans or having Tranche A Exposures representing (A) at least 80% of the aggregate principal amount of the then outstanding Tranche A Term Loans and the Tranche A Exposure and (B) at least 80% of the aggregate principal amount of the then outstanding Tranche B Term Loans, (iv) increase or extend the Commitment, Commitment of any Lender or decrease the commitment Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender Lender, (v) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Tranche differently from those of Lenders participating in the other Tranche, without the consent of a majority in interest of the Lenders participating in the adversely affected Tranche, or change the relative rights in respect of payments or collateral of the Lenders participating in different Tranches without the consent of a majority in interest of Lenders participating in each affected Tranche, (vi) release Collateral, in one transaction or a series of transactions, representing in the aggregate (based on the book value of such released Collateral) more than 10% of the book value of Total Assets set forth in UCAR's most recent consolidated financial statements delivered pursuant to Section 5.04 but less than all or substantially all the Collateral, without the prior written consent of the Designated Lenders or (iiivii) amend or modify the provisions of Section 8.4(h2.09(f), Section 2.11(c) or Section 2.16, the provisions of this Section or the definition of the “"Required Lenders”", or release all or substantially all the Collateral or release any Guarantor (other than any Subsidiary which is not a Significant Subsidiary) from its Guarantee Agreement unless all or substantially all the Capital Stock of such Guarantor is sold in a transaction permitted by this Agreement or as provided in Section 9.18, without the prior written consent of each LenderLender adversely affected thereby; provided further, however, PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or any Administrative Agent Fronting Bank hereunder or under any other Loan Document without the prior written consent of such the Administrative Agent, the Collateral Agent or such Fronting Bank acting as such at the effective date of such agreement, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentLender.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender Bank in exercising any power or right 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 Administrative Agents Agent and the Lenders Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary in any case shall entitle such party the Company to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required LendersBanks; provided, however, that no such agreement shall (i) decrease the principal amount (other than on account of payment or prepayment) of, or extend or advance the maturity of or any scheduled principal payment date or date for the payment of any principal of or interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely Bank affected thereby, (ii) increase change the Commitment, or decrease the commitment fees Commitment of any Lender Bank without the prior written consent of such Lender Bank, or (iii) amend or modify the provisions of Section 8.4(h) or 2.12, the provisions of this Section or the definition of the “"Required Lenders”Banks", without the prior written consent of each LenderBank; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Tredegar Corp)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or Agent, the Collateral Agent, any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Administrative Agent (acting at the direction of the Required Lenders); provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase decrease or extend the Commitment, or decrease the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender Lender; provided that only the consent of the Required Lenders shall be necessary to amend the interest rate described in Section 2.07 or to waive any obligation of the Borrower to pay interest at the interest rate provided for in Section 2.07, (iii) amend or modify the pro rata requirements of Section 2.14, the provisions of Section 8.4(h) 9.04 or the provisions of this Section or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv)[reserved], (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders”, ” without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of such the Administrative Agent or the Collateral Agent. Each Lender shall .
(c) Notwithstanding the foregoing, this Agreement may be bound by any waiveramended (or amended and restated) with the written consent of the Required Lenders, amendment the Administrative Agent and the Borrower (i) to add one (1) or modification authorized by this Section and any consent by any Lender pursuant more additional credit facilities to this Section shall bind Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any assignee determination of its rights the Required Lenders and interests hereunder. Further(iii) to permit any such additional credit facilities which are term facilities to share ratably with the Loans in the application of prepayments.
(d) In addition, notwithstanding anything to the contrary contained hereinforegoing, if the Administrative Agents Agent and the Company Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Credit Documents, then the Administrative Agents Agent and the Company Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentCredit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after notice thereof.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrowers in any case shall entitle such party the Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document, nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided. No such waiver, howeveramendment, that no such agreement modification or consent shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any LoanLoan or any date for reimbursement of any Letter of Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result or reimbursement obligation of a waiver any Letter of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender or Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h) or 9.04(j), the provisions of this Section or the definition of the “term "Required Lenders”," or release any Guarantor, without the prior written consent of each Lender, (iv) release all or any substantial part of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or the Arranger hereunder or under any Administrative Agent hereunder other Loan Document without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment the Collateral Agent, the Swingline Lender, the Issuing Bank or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. FurtherArranger, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documentas applicable."
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.11(e), neither this Agreement nor any provision hereof may be waived, amended amended, or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected therebyLender, (ii) increase except as provided in Section 2.11(e), change or extend the Commitment, Commitment of any Lender or decrease or extend any scheduled payment date for the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify modify, or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment amendment, or modification authorized by this Section or by Section 2.11(e), and any consent by any Lender pursuant to this Section or by Section 2.11(e) shall bind any assignee Transferee of its rights and interests obligations hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Citizens Communications Co)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any right or power hereunder or right hereunder under any Loan Document 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 Administrative Agents Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company Borrower or any Subsidiary other Loan Party in any case shall entitle such party Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, ,
(ii) increase or extend the Commitment, or decrease the commitment fees Commitment of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitments of any Lender),
(iii) extend any date on which payment of interest on any Loan or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 8.4(h2.14(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the terms “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release any of the Borrower or any Subsidiary Loan Party from its Guarantee, unless, in the case of a Subsidiary Loan Party, such release occurs in accordance with Section 9.04, without the prior written consent of each Lender; provided provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of the Administrative Agent acting as such Administrative Agentat the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 8.08 and any consent by any Lender pursuant to this Section 8.08 shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentLender.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Administrative Agent LC Issuer or any Lender in exercising any power or right 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 Administrative Agents Agent, each LC Issuer and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company any Borrower or any Subsidiary 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 waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrowers and the Required Lenders; provided, however, that (i) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, Loan or LC Disbursement or any Fee or other amount due hereunder or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected thereby, ; (iiB) increase or extend the Commitment, Commitment or decrease the commitment fees of any Fee or other amount owing to any Lender without the prior written consent of such Lender Lender; (C) limit or release the guarantee set forth in Article VII without the prior written consent of each Lender; (iiiD) amend or modify the provisions of Section 8.4(h) 2.17 or Section 9.04(h), the provisions of this Section or the definition of the “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender (except that the Commitment of any Defaulting Lender may be decreased or terminated on a non-pro rata basis with the consent of the Required Lenders); or (E) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those due to Lenders holding Loans of any other Class without the written consent of Lenders representing a majority in interest of each affected Class; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or any LC Issuer hereunder without the prior written consent of the Administrative Agent or such Administrative AgentLC Issuer, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Five Year Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any right or power hereunder or right hereunder under any other Loan Document 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 Administrative Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(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 the Company Borrower or any Subsidiary other Loan Party in any case shall entitle such party Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected therebythereby (provided that the Required Lenders may waive the accrual of interest at a default rate pursuant to Section 2.11(c)), (ii) increase or extend the Commitment, Commitment of any Lender or decrease the commitment fees of payable to any Lender without the prior written consent of such Lender or Lender, (iii) extend or waive any Scheduled Amortization Payment or reduce the amount due on any Scheduled Amortization Payment or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend or modify the provisions of Section 8.4(h2.16(b) or (c) or any other provisions of this Section Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby or the definition application of the “Required Lenders”payments required thereby, without the prior written consent of each Lender; provided furtherLender adversely affected thereby, however, that no such agreement shall amend, (v) amend or modify the provisions of Section 9.04(a)(i) or otherwise affect this Section 9.08 or the rights definition of the term “Required Lenders,” or duties any other provision hereof or of any Administrative Agent other Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of such Administrative Agent. Each each Lender shall be bound by any waiveradversely affected thereby (it being understood that, amendment or modification authorized by this Section and any with the consent by any Lender of the Required Lenders, additional extensions of credit pursuant to this Section Agreement may be included in the
(c) Without the consent of any Syndication Agent, Documentation Agent, Lead Arranger or Lender, the Loan Parties and the Administrative Agent, the Depositary Bank and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may (but shall bind not be required to) in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any assignee of its rights and interests hereunder. Furthersuch amendment, notwithstanding modification, supplement or waiver.
(f) Notwithstanding anything herein to the contrary contained herein(but subject to the proviso to this sentence), if waivers and consents granted by the Administrative Agents and the Company shall have jointly identified an obvious error requisite financing parties under Project Level Financing Documents for a Project Entity with respect to covenants, prospective defaults, defaults or any error events of default therein or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company thereunder shall be permitted deemed automatically to amend be waivers and consents with respect to any comparable covenants, prospective defaults, defaults or events of default hereunder with respect to such provision and such amendment shall become effective without Project Entity; provided that, to the extent the amount of Indebtedness outstanding under any further action or consent Project Level Financing Document would increase as a result of any other party such consent or waiver, such additional Indebtedness shall constitute an Incremental Project Facility hereunder and shall be subject to any Loan Documentthe terms and conditions set forth in Section 6.01(h).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agents Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that the waiver (or amendment to the terms of) of any mandatory prepayment of the Loans, any obligation of the Borrower to pay interest at the default rate, or any Default or Event of Default shall not constitute such an extension of any date scheduled for the payment of principal, interest or fees or decrease thereof), (ii) increase or extend the Commitment, Commitment or decrease or extend the commitment fees date for payment of any Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Article IV, or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 8.4(h) or this Section 9.08 or the definition of the term “Required Lenders”,” or release substantially all the Guarantors (except to the extent permitted hereby), without the prior written consent of each Lender, or (iv) except as permitted hereby, release all or substantially all of the Collateral without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any the Administrative Agent or the Collateral Agent hereunder or under any Loan Document, without the prior written consent of such the Administrative Agent or the Collateral Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding as applicable.
(b) Notwithstanding anything to the contrary contained hereinin this Section 9.08, if at any time after the Closing Date, the Administrative Agents Agent and the Company Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature nature, in each case, in any provision of the Loan Documents, then the Administrative Agents Agent and the Company Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentDocument if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.
(c) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of such respective Loans) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans of such tranche, and, subject to the terms hereof, otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate and/or fees payable in respect of such Loans (each, an “Extension”; and each group of Loans, in each case as so extended, as well as the original Loans (in each case not so extended), being a separate “tranche”), so long as the following terms are satisfied (or waived):
(i) no Event of Default shall have occurred and be continuing as of the date the Extension Offer is delivered to the Lenders;
(ii) except as to interest rates, AHYDO payments, fees (including, without limitation, upfront fees), funding discounts, prepayment premium, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer, subject to acceptance by the Extended Lenders), the Loans of any Lender that agrees to an Extension with respect to such Loans owed to it (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have substantially the same terms (or terms not materially less favorable (taken as whole) to existing Lenders or terms that are applicable only to periods after the then applicable maturity date with respect to such tranche of Loans) as the tranche of Loans subject to such Extension Offer;
(iii) the final maturity date of any Extended Loans shall be no earlier than the latest maturity date of the Loans extended thereby and at no time shall the Loans (including Extended Loans) have more than three different maturity dates;
(iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby;
(v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) with non-extending tranches of Loans in any voluntary or mandatory prepayments in respect of the applicable Loans, in each case as specified in the respective Extension Offer;
(vi) if the aggregate principal amount of Loans (calculated on the outstanding principal amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer;
(vii) all documentation in respect of such Extension shall be consistent with the foregoing; and
(viii) any applicable Minimum Extension Condition shall have been satisfied unless waived by the Borrower. With respect to all Extensions consummated by the Borrower pursuant to this Section 9.08(c), (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.12 or 2.13, and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable tranches be tendered (a “Minimum Extension Condition”). The Lenders hereby consent to the transactions contemplated by this 9.08(c) (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit or conflict with any such Extension or any other transaction contemplated by this Section 9.08(c). No consent of any Lender shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents and secured by the Collateral on a pari passu basis with all other applicable Obligations, and shall, without limiting the foregoing, benefit equally and ratably with the other Obligations from the guarantees and security interests created by the Loan Documents. The Lenders hereby irrevocably authorize the Agents to (and the Agents shall) enter into amendments to this Agreement and the other Loan Documents (including, without limitation, modifications to provisions regarding pro rata payments or sharing of payments (provided, in no event shall any such modification entered into by the Agents pursuant to the foregoing authorization cause or enable any such Extension to rank senior to, or receive or share in payments on a more favorable basis than pro rata with respect to, the other Loans)) with the Borrower (on behalf of all Loan Parties) as may be necessary or appropriate in order to establish new tranches or subtranches in respect of Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agents and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection. In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof (which such notice the Administrative Agent shall promptly forward to the Lenders; provided, the Administrative Agent’s delivery to the Lenders thereof shall not constitute a condition to or requirement for the effectiveness of any such Extension or be included in the determination of such ten (10) Business Day period), and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 9.08(c). This Section 9.08(c) shall supersede any other provisions of this Agreement to the contrary.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Affirmative Insurance Holdings Inc)
Waivers; Amendment. (a) No failure or delay of any Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereofThe rights, nor shall any single or partial exercise of any such right or powerremedies, or any abandonment or discontinuance of steps to enforce such a right or powerpowers, preclude any other or further exercise thereof or the exercise of any other right or power. The rights privileges, and remedies discretions of the Administrative Agents Guaranteed Parties hereunder and under applicable Law (herein, the Lenders hereunder are “Guaranteed Party’s Rights and Remedies”) shall be cumulative and are not exclusive of any rights or remedies which they would otherwise have. No delay or omission by the Guaranteed Parties in exercising or enforcing any of the Guaranteed Party’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Guaranteed Parties of any Event of Default or of any default under any other agreement shall operate as a waiver of any provision other default hereunder or under any other agreement. No single or partial exercise of any of the Guaranteed Party’s Rights and Remedies, and no express or implied agreement or transaction of whatever nature entered into between a Guaranteed Party and any Person, at any time, shall preclude the other or further exercise of the Guaranteed Party’s Rights and Remedies. No waiver by a Guaranteed Party of any of the Guaranteed Party’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Guaranteed Party’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Guaranteed Parties may determine. The Guaranteed Party’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Guarantor in any case shall entitle such party the Guarantor to any other or further notice or demand in the same, similar or other circumstances.
(b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Company Guaranteed Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4(h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan DocumentGuarantor.
Appears in 1 contract
Samples: Guaranty (Leucadia National Corp)
Waivers; Amendment. (a) No failure or delay of any the Administrative Agent or any Lender in exercising any power or right 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 Administrative Agents Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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 the Company or any Subsidiary Borrower in any case shall entitle such party the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended amended, or modified except pursuant to an agreement or agreements in writing entered into by the Company Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16Loan, without the prior written consent of each Lender directly adversely affected therebyLender, (ii) increase change or extend the Commitment, Commitment or decrease or extend any scheduled payment date for the commitment fees Facility Fees of any Lender without the prior written consent of such Lender Lender, or (iii) amend or modify the provisions of Section 8.4(h) or 2.16, the provisions of this Section or the definition of the “"Required Lenders”", without the prior written consent of each Lender; provided further, however, further that no such agreement shall amend, modify modify, or otherwise affect the rights or duties of any the Administrative Agent hereunder without the prior written consent of such the Administrative Agent. Each Lender shall be bound by any waiver, amendment amendment, or modification authorized by this Section Section, and any consent by any Lender pursuant to this Section shall bind any assignee Transferee of its rights and interests obligations hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Citizens Utilities Co)