Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement.
Appears in 4 contracts
Samples: Security Agreement (Music123, Inc.), Security Agreement (Music123, Inc.), Security Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 with respect to the pro rata application of payments required thereby in a manner that by its terms modifies the application of such payments required thereby to be on a less than pro rata basis, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders,” “Required Revolving Facility 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, in each case except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (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 of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, Swingline Lender or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders, Required Prepayment Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Revolving Facility Commitments as a separate Class or tranche from the existing Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt or (C) to cure any ambiguity, omission, defect or inconsistency.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11 (or Article VII or any other provision incorporating such Section 6.11 with respect to the effects thereof).
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency.
Appears in 4 contracts
Samples: Incremental Assumption Agreement (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect 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 whom 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 is authorized by this Section and any consent by any Lender pursuant to applythis Section shall bind any assignee of its rights and interests hereunder. Further, subject 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 consent required in accordance with Section 9.02 of the Credit AgreementLoan 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with 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, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fees of any Lender without the prior written consent of such 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 (iv) amend or modify the provisions of Section 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, the definition of “Required Lenders”, or any provision hereof which requires the consent of each Lender, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Anything herein to the contrary notwithstanding, during such period that a Lender is a Defaulting Lender, to the 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 whom the approval of the Required Lenders, and the Commitment and the outstanding Loans or other extensions of credit of such waiver, Defaulting Lender hereunder will not be taken into account in determining whether the Required Lenders have approved any such amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the Credit Agreementduration of such period).
Appears in 3 contracts
Samples: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.07(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither Except for replacing any Lender in accordance with the procedures specified in Section 2.11, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect 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 rate of interest on any Loan, without the prior written consent of each Lender directly affected thereby, (ii) change, reinstate or extend the Commitment of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.13, Section 2.14, this Section 11.07 or the definition of “Commitment Percentage” or “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to whom waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender, or (iv) amend the last sentences of Sections 4.14, 6.04 or 7.07 without the prior written consent of Required Lenders and each Lender incorporated or organized under the laws of the Federal Republic of Germany; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Any waiver, amendment or modification is authorized by this Section 11.07 shall apply equally to applyeach of the Lenders and shall be binding upon the Borrower, subject the Lenders, the Administrative Agent and all future holders of the Loans.
(c) Any request by the Borrower for a modification, amendment or waiver of any provision of this Agreement or any other Loan Document shall be made in writing to the Administrative Agent and the Administrative Agent shall promptly communicate such request to the Lenders. Any such waiver, consent or approval granted by the Required Lenders (and such other Persons as may be required under this Section 11.07) shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in the same, similar or other circumstances.
(d) No waiver by the Administrative Agent or any Lender of any breach or default of or by the Borrower under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.
(e) In connection with any waiver, determination or direction relating to any part of Sections 4.14, 6.04(c) or 7.07 of which a Lender does not have the benefit, the Commitment and Loans of that Lender will be excluded for the purpose of determining whether the consent required in accordance with Section 9.02 of the Credit Agreementrequisite Lenders has been obtained or whether the determination or direction by the requisite Lenders has been made.
Appears in 3 contracts
Samples: Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (Public Service Co of New Mexico), Term Loan Agreement (PNM Resources 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, or amend or modify Section 8.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitment, or decrease the 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), 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 is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Bank in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower, and the Grantor Required Banks; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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 waiverpayment of or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Bank affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees of any Bank without the prior written consent required in accordance with of such Bank, or (iii) amend or modify the provisions of Section 9.02 2.16, the provisions of this Section, or the definition of “Required Banks”, without the prior written consent of each Bank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Credit AgreementAgent hereunder without the prior written consent of the Agent.
Appears in 3 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De), 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 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) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Revolving Facility Loans as a separate Class or tranche from the existing Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) in connection with a Permitted Change in Control.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11.
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency.
(j) Notwithstanding the foregoing, the definition of “Issuing Bank” and the Letter of Credit sublimit set forth in Section 2.05(b)(iii) may be amended solely with the consent of the Borrower, the Administrative Agent and any applicable Issuing Bank without the need to obtain the consent of any other Lender.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees, any other Fees or prepayment premium of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 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) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Incremental Revolving Facility Commitments as a separate Class or tranche from the existing Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt or (C) to cure any ambiguity, omission, defect or inconsistency.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11.
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency with respect to the Revolving Facility Loans or the Letters of Credit.
Appears in 3 contracts
Samples: Amendment Agreement No. 8 (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 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 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Sections 10.01 and 10.02 of the Credit AgreementIndenture.
Appears in 3 contracts
Samples: Security Agreement (BarkPark, LLC), Security Agreement (Bloom Energy Corp), Security Agreement (Bloom Energy Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Agents, any Issuing Bank, any Lender or any Ancillary Lender in exercising any right or power hereunder (hereinor 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 Agents, each Issuing Bank, the “Collateral Agent’s Rights Lenders and Remedies”) shall be each Ancillary Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, Intermediate Holdings, any Grantor 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 to or demand on Holdings, Intermediate Holdings, any Grantor Borrower or any other Loan Party in any case shall entitle such Grantor or any other Grantor person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.23 with respect to an Incremental Facility Amendment or as provided in the definition of “Restatement Effective Date”, 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 a written an agreement or agreements in writing entered into between by Holdings, Intermediate Holdings, the Borrowers and the Required Lenders, (y) in the case of any Ancillary Facility Document, pursuant to an agreement or agreements in writing entered into by each party thereto 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 Collateral Agent and consented to by the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease or Grantors forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender, (iii) extend, waive or change the amount due on 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 2.18(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 the definition of “Required Lenders”, “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders or Ancillary 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 or Ancillary Lender adversely affected thereby (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to whom 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 Restatement Effective Date), (vi) except as set forth in Section 5.15, release all or substantially all the Collateral or release any of Holdings, Intermediate Holdings or any Subsidiary Loan Party from its Guarantee under the U.S. Collateral Agreement or the Foreign Guarantee, as applicable, 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 adversely affected thereby, (vii) effect any waiver, amendment or modification is to applythat 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 other Facilities, subject to without the consent of the Majority Lenders participating in the adversely affected Facility, (viii) change the relative rights in respect of payments or collateral of the Lenders participating in different Facilities or Ancillary Facilities without the consent of the Majority Lenders participating in each adversely affected Facility and each adversely affected Ancillary Lender or (ix) amend or modify the provisions of Section 5.15 or the definition of “Collateral Release Period” without the prior written consent of each Lender adversely affected thereby; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank 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 required in accordance with by any Lender pursuant to this Section 9.02 9.08 shall bind any assignee of the Credit Agreementsuch Lender.
Appears in 3 contracts
Samples: Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Collateral Agent’s Rights , 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”) shall be remedies of the Administrative 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 it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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 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 or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) change or extend the Commitment or decrease the 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, or (iii) amend or modify the provisions of Section 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, (iv) release all or a substantial part of the Collateral, 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 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 and or the Grantor Issuing Bank hereunder or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to under any other Loan Document without the prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent, the Collateral Agent or the Issuing 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) The rights, remedies, powers, privileges, privileges and discretions of the Collateral Administrative Agent hereunder (herein, the “Collateral Administrative Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by the Collateral Administrative Agent in exercising or enforcing any of the Collateral Administrative Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Administrative Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Collateral Administrative Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Administrative Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Administrative Agent’s Rights and Remedies. No waiver by the Collateral Administrative Agent of any of the Collateral 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 Collateral Administrative Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Administrative Agent may determine. The Collateral 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Administrative Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Credit 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 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (ii) increase any Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 the Administrative Agent or the CAF Agent hereunder without the prior written consent of the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 3 contracts
Samples: 364 Day 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 Second Amended and Restated Competitive Advance and Revolving Credit Facility Agreement (Txu Electric Co)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.14 or Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees, any other Fees or prepayment premium of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 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) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Incremental Revolving Facility Commitments as a separate Class or tranche from the existing Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) to effect an alternate interest rate in a manner consistent with Section 2.14.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Xxxxxx’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11.
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency with respect to the Revolving Facility Loans or the Letters of Credit.
Appears in 3 contracts
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Collateral 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 Agent’s Rights , the LC Issuer and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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, without the prior written consent of each Lender affected thereby; (ii) increase the Commitment or decrease any Fee or other amount owing to whom any Lender without the prior written consent of such Lender; (iii) limit or release the guarantee set forth in Article VII; or (iv) amend or modify the provisions of Section 2.17 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 the Administrative Agent or the LC Issuer hereunder without the prior written consent of the Administrative Agent or the LC Issuer, as applicable. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 3 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)
Waivers; Amendment. (a) No failure or delay of any Lender Party in exercising any right or power 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 any such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Lender Parties hereunder (herein, and under the “Collateral Agent’s Rights and Remedies”) shall be other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Credit Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Obligor Parties 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 Collateral Agent (as applicable) and consented to by the Grantor 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 that no such agreement shall:
(i) subject to Section 2.14, decrease or Grantors forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest (other than with respect to whom default interest) on, any Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby;
(ii) increase or extend any Commitment of any Lender or decrease the 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 2.18(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 9.08, the definition of “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, further, that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or an Issuing Bank hereunder without the prior written consent of 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 is to apply, subject to authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of 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 in accordance with Section 9.02 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 AgreementParties 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 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 Agent and the Borrower shall negotiate in good faith to amend the relevant provisions of the Loan Documents to preserve the original intent thereof in light of such change in GAAP; provided that, 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 consent of any Secured Party other than 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Lender or the Issuing Bank in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrowers in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan or L/C Disbursement, subject to without the prior written consent of each Lender directly and adversely affected thereby, (ii) increase or extend the Commitment of any Lender without the prior written consent required in accordance with of such 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 9.02 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 Credit Agreementextending Lenders and the Required Lenders), (v) amend or modify the provisions of 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 other Loan Document without the prior written consent of the Administrative Agent, the Syndication Agent or the Issuing Bank, respectively.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 or preclude any other or further exercise thereof or the “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it would otherwise have. No delay or omission provided 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 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 Obligationslaw. No waiver of any provisions provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor in any case shall entitle such 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Majority Lenders; PROVIDED, HOWEVER, that no such agreement shall (i) amend, modify or Grantors with respect 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 Loan or any Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or any Fees, without the prior written consent of each Lender affected thereby, (iii) change or extend the Commitment or decrease the Facility Fees or the Utilization Fee of any Lender without the prior written consent of such Lender, or (iv) amend or modify the provisions of Section 2.15, the provisions of this Section 9.05(b) or the definition of "Majority Lenders" or "Required Lenders", without the prior written consent of each Lender; PROVIDED that the provisions referred to whom in the preceding clauses (ii), (iii) and (iv) may be amended by the Majority Lenders; but any Lender which declines to approve any such waiveramendment shall have the right at any time, amendment on 10 Business Days' notice to the Borrower, to terminate its Commitment and require the Borrower to pay the principal of and interest on its outstanding Loans and Fees, and the amount of the principal and interest so paid shall be determined without giving effect to such amendment. All prepayments made pursuant to this Section 9.05(b) shall be without premium, penalty or modification is to apply, other cost of any kind and shall not be subject to any consent required in accordance with Section 9.02 the requirements of the Credit AgreementSections 2.15 and 2.12(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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest on, any Loan 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the Commitment Fee payable to whom any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 the Agent without the prior written consent of the Agent. Each Lender shall be bound by any waiver, amendment or modification is to applyauthorized by this Section, subject to and any consent required in accordance with by any Lender or the Agent pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Txu Corp /Tx/), Credit Agreement (Txu Corp /Tx/), Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Agent, any Fronting Bank or any Lender in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Fronting Banks and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 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 to or demand on the Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with extend the maturity of or any scheduled principal payment date, or date for the payment of any interest on, any Loan 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 or any reimbursement obligation in respect of a Letter of Credit, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the Commitment Fee or decrease the LC Fee payable to whom any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 Fronting Bank hereunder without the prior written consent of the 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 is to applyauthorized by this Section, subject to and any consent required in accordance with by any Lender, the Agent or any Fronting Bank pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Txu Energy Co LLC), Revolving Credit Agreement (Txu Energy Co LLC), Revolving Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.14 or Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees, any other Fees or prepayment premium of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 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) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Incremental Revolving Facility Commitments as a separate Class or tranche from the existing Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) to effect an alternate interest rate in a manner consistent with Section 2.14.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11.
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency with respect to the Revolving Facility Loans or the Letters of Credit.
Appears in 3 contracts
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinor 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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) 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by, in the Collateral case of this Agreement, the Borrower, the Administrative Agent and the Grantor 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 that no such agreement shall (i) decrease the principal amount of, or Grantors extend the scheduled maturity date of (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, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, in each case without the prior written consent of each Lender directly affected thereby, (ii) increase the amount of, or postpone the scheduled date of the expiration of, any Commitment, or decrease 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 affected thereby, (iii) amend or modify the provisions of Section 3.03(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 that no such agreement shall waive, amend, modify or otherwise affect the rights or duties hereunder or under the other Loan Documents of the Administrative Agent without the prior written consent of the Administrative Agent.
(c) Notwithstanding anything to the contrary in Section 10.07(b):
(i) no consent with respect to whom 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 is to applyauthorized by this Section 10.07, subject to and any consent required in accordance with by any Lender pursuant to this Section 9.02 10.07 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 the Agent hereunder without the prior written consent of the Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender or the Agent pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Txu Gas Co), Revolving Credit Agreement (Txu Corp /Tx/), Revolving Credit Agreement (Txu Corp /Tx/)
Waivers; Amendment. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be parties hereto are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 any Grantor party hereto in any case shall entitle such Grantor or any other Grantor party to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 6.04 no amendment or supplement to the provisions of any Security Document will be effective without the approval of the Collateral Trustee, the Required Priority Lenders, and the Borrower or any other applicable Grantor party thereto, except that:
(i) any amendment or supplement that has the effect solely of:
(A) adding or maintaining Shared Collateral, securing Priority Obligations that were otherwise permitted by the terms of the Priority Debt Documents to be secured by the Shared Collateral or preserving, perfecting or establishing the Liens thereon or the rights of the Collateral Trustee or any other Priority Debt Representative therein;
(B) curing any ambiguity, omission, mistake, defect or inconsistency;
(C) providing for the assumption of the Borrower’s or any Grantor’s obligations under any Priority Debt Document in the case of a merger or consolidation or sale of all or substantially all of the properties or assets of the Borrower or such Grantor to the extent permitted by the terms of the Priority Debt Documents;
(D) making any change that would provide any additional rights or benefits to the holders of Priority Obligations or the Collateral Trustee or that does not adversely affect the legal rights under the Priority Debt Document of any holder of Priority Obligations or the Collateral Trustee; or
(E) effecting any release of Shared Collateral otherwise permitted under the Priority Debt Documents; will become effective when executed and delivered by the Borrower or any other applicable Grantor party thereto and the Collateral Trustee;
(ii) no amendment or supplement that amends the provisions of this Agreement nor Section 11.02(b)(ii) or reduces, impairs or adversely affects the right of any provision hereof may be waived, amended or modified except pursuant holder of Priority Obligations:
(A) to vote its outstanding Revolver Obligations as to any matter described as subject to a written direction by, or the agreement entered into between of, the Collateral Agent and Controlling Priority Debt Representative or amends the Grantor definition of “Controlling Priority Debt Representative,” “Discharge of Revolver Obligations”, “Revolver Debt,” “Revolver Obligations,” “Required Revolver Lenders,” any other definition containing the words “Revolver” therein or Grantors any other defined terms to the extent referenced or implicated therein;
(B) to vote its outstanding Term Loan Debt as to any matter described as subject to a direction by, or the agreement of, the Controlling Priority Debt Representative or amends the definition of “Controlling Priority Debt Representative”, “Discharge of Term Loan Obligations,” “Term Loan Debt,” “Term Loan Obligations,” “Required Term Loan Lenders,” any other definition containing the words “Term Loan” therein or any other defined terms to the extent referenced or implicated therein;
(C) to share in the order of application described in Section 8.01 in the proceeds of an Enforcement Action that has not been released in accordance with the provisions described in Section 3.02 or Section 6.01; or
(D) to require that Liens securing Priority Obligations be released only as set forth in the provisions described in Sections 3.02 or Section 6.01; will become effective without the consent of (I) with respect to whom such waiverclause (A), the Required Revolver Lenders, (II) with respect to clause (B), the Required Term Loan Lenders and (III) with respect to clauses (C) and (D), the Required Priority Lenders; and
(iii) no amendment or modification is to applysupplement that imposes any obligation upon the Collateral Trustee or any other Priority Debt Representative or adversely affects the rights of the Collateral Trustee or any other Priority Debt Representative, respectively, in its individual capacity as such will become effective without the consent of the Collateral Trustee or such other Priority Debt Representative, respectively.
(c) Notwithstanding Section 11.02(b) but subject to Section 11.02(b)(ii) and Section 11.02(b)(iii):
(i) any mortgage or other Security Document may be amended or supplemented with the approval of the applicable Grantor (if otherwise required) and the Collateral Trustee (acting at the written direction of the Controlling Priority Debt Representative), unless such amendment or supplement would not be permitted under the terms of this Agreement, the Second Lien Intercreditor Agreement or any Priority Debt Document;
(ii) any amendment or waiver of, or any consent required in accordance under, any provision of any Security Document that secures Priority Obligations will apply automatically to any comparable provision of any comparable Security Document without the consent of or notice to any holder of Priority Obligations and without any action by the Borrower, any Grantor or any holder of Priority Obligations; and
(iii) any mortgage or other Security Document may be amended or supplemented with Section 9.02 the approval of the Credit Agreementapplicable Grantor (if otherwise required) and the Collateral Trustee (but without the consent of or notice to any holder of Priority Obligations and without any action by any holder of Priority Obligations) (A) to cure any ambiguity, defect or inconsistency, or (B) to make other changes that do not have an adverse effect on the validity of the Lien created thereby or the rights or interests of the Persons secured thereby.
Appears in 3 contracts
Samples: Collateral Trust Agreement, Collateral Trust Agreement (Chesapeake Energy Corp), Term Loan Agreement (Chesapeake Energy Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each L/C Issuer and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 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 Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by Holdings (prior to a Borrower Qualified IPO), the Collateral Agent Borrower and the Grantor Administrative Agent (and consented to by the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Obligation, or extend 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 Commitment of any Lender, (y) decrease the 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 whom 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 the provisions of Section 5.02 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) 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 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, further, that no such amendment shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Swingline Lender or an L/C Issuer hereunder without the prior written consent of 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 is to applyby its terms would affect such Defaulting Lender differently than other Affected Lenders. Each Lender shall be bound by any waiver, subject to 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 such Lender.
(c) Without the consent of any 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 accordance with Section 9.02 any Collateral or additional property to become Collateral for the benefit of the Credit AgreementSecured 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Bank in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent, the Borrower and the Required Banks; 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, without the prior written consent of each Bank affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees of any Bank without the prior written consent of such Bank, or (iii) amend or modify the provisions of Section 2.18, the provisions of this Section, or the definition of “Required Banks”, without the prior written consent of each Bank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent; provided further that no such agreement shall amend, modify or waive any provision of Article III without the written consent of each Issuing Bank; provided further that no such agreement shall amend, modify or waive any provision of Section 2.23 without the written consent of the Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreementeach 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 Agent or any Lender or any Loan Party 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent hereunder (hereinAgents, the “Collateral Agent’s Rights Lenders and Remedies”) shall be the Loan Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default regardless of whether an Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Grantor Loan Party in any case shall entitle such Grantor or any other Grantor Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the terms of the Intercreditor Agreement and to Sections 9.08(c) and (d), no amendment, modification, termination or waiver of any provision of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders and Borrower.
(c) Subject to the terms of the Intercreditor Agreement, without the written consent of Borrower and each Lender that would be directly affected thereby (whose consent shall be sufficient therefor without the consent of the Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) [Reserved];
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.08(c)) or any fee payable hereunder or any Applicable Prepayment Penalty payable hereunder, it being understood that any amendment or modification to the financial definitions in this Agreement nor shall not constitute a reduction in the rate of interest for purposes of this clause (iv);
(v) extend the time for payment of any such interest or fees or Applicable Prepayment Penalty;
(vi) reduce or forgive the principal amount of any Loan;
(vii) amend, modify, terminate or waive any provision hereof of Section 2.13(a), Section 2.13(c), Section 2.19, Section 7.05, Section 9.08(b), this Section 9.08(c), Section 9.08(d) or Section 9.08(e);
(viii) amend the definition of “Requisite Lenders”;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guarantee Agreement except as expressly provided in the Loan Documents or subordinate the Liens under any Security Document, it being understood that additional extensions of credit under this Agreement consented to by the Requisite Lenders may be waived, amended or modified except pursuant to a written agreement entered into between equally and ratably secured by the Collateral Agent with the then existing secured obligations under the Security Documents; or
(x) consent to the assignment or transfer by any Loan Party of any of its rights and the Grantor obligations under any Loan Document.
(d) No amendment, modification, termination, waiver or Grantors consent with respect to whom any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:
(i) increase any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender and of Borrower; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender;
(ii) [Reserved];
(iii) [Reserved];
(iv) [Reserved];
(v) [Reserved];
(vi) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent and of Borrower; or
(vii) amend, modify, terminate or waive any 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 to grant any consent thereunder without the written consent of each Lender (or each Lender and of Borrower).
(e) If, in connection with any proposed change, waiver, amendment discharge or modification termination of or to any of the provisions of this Agreement (other than as contemplated by Sections 9.08(d)(i), (ii), (v) and (vi)), the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower, at its sole cost and expense, shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to applytransfer or assign, without recourse, all of the rights, obligations and interests of each such Non-Consenting Lender or Lenders with respect to either this Agreement or the Loans or Commitments that are subject to any consent required the related change, waiver, discharge or termination to one or more assignees (in accordance with and subject to the restrictions contained in Section 9.02 9.04) approved by the Administrative Agent, which approval shall not be unreasonably withheld, so long as at the time of such transfer or assignment, each such assignee consents to the Credit Agreementproposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such assignment unless, (x) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (y) such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender all fees owed to such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender’s account or owed to it hereunder (including, the Applicable Prepayment Penalty that would be payable if such Non- Consenting Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)
Waivers; Amendment. (a) No failure or delay of any Agent, any Issuing Bank or any Lender in exercising any right or power 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 rightsrights and remedies of each Agent, remedies, powers, privileges, each Issuing Bank and discretions of the Collateral Agent Lenders hereunder (herein, and under the “Collateral Agent’s Rights and Remedies”) shall be other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrowers in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral 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 Grantor Required Lenders; provided, however, that no such agreement shall i. decrease or Grantors forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly 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 whom any Incremental Revolving Facility pursuant to Section 2.23 in respect of which such waiverLender has agreed to be an Incremental Revolving Facility Lender) or decrease the Commitment Fees, amendment Issuing Bank Fees or modification is to applyL/C Participation Fees or other fees of any Lender, subject to any Agent or Issuing Bank without the prior written consent required of such Lender, Agent or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in accordance with Section 9.02 the aggregate Commitments shall not constitute an increase of the Credit Agreement.Commitments of any Lender),
Appears in 2 contracts
Samples: Abl Credit Agreement (Claire's Holdings LLC), Abl Credit Agreement (Claire's Holdings LLC)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 the Agent hereunder without the prior written consent of the Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinor 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor a Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by each of the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of any Loan, or Grantors with respect 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, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment of any Lender or postpone the date for the payment thereof, or decrease the 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, or (iii) amend or modify the provisions of Section 2.17 or 2.21, the provisions of this Section or the definition of "Required Lenders", or release any Guarantor from its agreements pursuant to whom Section 2.21, without the prior written consent of each Lender; provided further that no such waiveragreement shall amend, amendment modify or modification is to apply, subject to any consent required in accordance with Section 9.02 otherwise affect the rights or duties of the Credit AgreementAdministrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Popular Inc), 364 Day Credit Agreement (Popular Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by Holdings, the Collateral Borrower, the Administrative Agent and the Grantor Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or Grantors 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
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend 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 Revolving Credit Commitment of any Lender or decrease the 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 2.18(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, 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, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, an Issuing Bank or the Swingline Lender hereunder without the prior written consent of 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 whom such this Section 9.08(b)). Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section 9.08 and any consent required in accordance with by any Lender pursuant to this Section 9.02 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Credit AgreementSyndication Agent, the Documentation Agent 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 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or the payment of any Facility Fee, or waive or excuse any such waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees or Utilization Fees of any Lender without the prior written consent required of such Lender, (iii) except in accordance with Section 9.02 10.17, reduce or terminate the obligations of either Guarantor, without the prior written consent of each Lender or (iv) amend or modify the provisions of Section 2.16, the provisions of Section 10.04(i), the provisions of this Section or the definition of the Credit Agreementterm "Required Lenders", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee of any Lender or other amounts due to whom any Lender without the prior written consent of such Lender, (iii) limit or release the guarantee set forth in Article VII, or (iv) amend or modify the provisions of Section 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 the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Industries Inc), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Corp /Nv/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Issuing Bank and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; PROVIDED, HOWEVER, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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 waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fees of any Lender or extend any payment date therefor without the prior written consent required in accordance with of such Lender, or (iii) amend or modify the provisions of Section 9.02 2.16, the provisions of Article IX, the provisions of this Section or the definition of the Credit Agreementterm "Required Lenders", without the prior written consent of each Lender; PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Sothebys Holdings Inc), Credit Agreement (Sothebys Holdings Inc)
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor Holdings or the Borrower in any case shall entitle such Grantor Holdings or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender directly adversely affected thereby (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 or decrease or extend the 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, (iii) amend or modify the pro rata requirements of Section 2.14, the provisions of Section 9.04(k) or the provisions of this Section 9.08(b) or release any Guarantor (other than in connection with the sale or other disposition 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, (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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees of any Lender, or waive or excuse any such payment or any part thereof, without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, the provisions of Section 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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon Refining Krotz Springs, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral ------------------- Agent or Lender in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Lenders and Remedies”) shall be the Borrowers hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that -------- ------- no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (ii) change the Commitment or decrease the Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 that no such -------- ------- agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent. Each Lender shall be bound by any waiver, amendment or modification is to applyauthorized by this Section, subject to and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any subsequent assignee of the Credit Agreementsuch Lender.
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) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Credit 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 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) reduce the amount or Grantors with respect to whom such waiverextend the scheduled date of maturity of any Loan or of any installment thereof, amendment interest or modification is to applyfee payable hereunder or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Commitment of any Lender, subject to in each case without the prior written consent of each Lender directly affected thereby; (ii) amend, modify or waive any consent required provision of this Section 9.8(b), or reduce the percentage specified in the definition of "Required Lenders", release the guarantee contained in Section 8.1 or 8.2 (except in accordance with Section 9.02 8.2(g)) or consent to the assignment or delegation by Viacom or any Subsidiary Borrower of any 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 all the Lenders; or (iii) amend, modify or waive any provision of Article VII without the prior written consent of each Agent affected thereby; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Credit AgreementAdministrative Agent hereunder in such capacity without the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Viacom Inc)
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent’s Rights , the Collateral Agent and Remedies”) shall be the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.
(c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Grantor Borrower shall have jointly identified an obvious error or Grantors with respect to whom such waiver, amendment any error or modification is to apply, subject to omission of a technical or immaterial nature in any consent required in accordance with Section 9.02 provision of the Credit AgreementDocuments, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit 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) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (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 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) 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 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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Grantor Borrower may amend any Loan Document to correct administrative errors or Grantors with respect omissions, or to whom such waiver, amendment or modification is to apply, subject effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent required 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 9.02 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 Credit Agreementother 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Syndication Agent, the Collateral Agent’s Rights , 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”) shall be remedies of the Administrative 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 it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers or any Grantor 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 to or demand on any Grantor the Borrowers in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into by the 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); PROVIDED, HOWEVER, that no such agreement (i) shall (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 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 or L/C Disbursement, without the prior written consent of each Lender affected thereby, (B) change or extend the Commitment or decrease or extend the date for payment of the Commitment Fees of any Lender without the prior written consent of such Lender or (C) amend or modify the provisions of Section 2.12(a), 2.16, 4.03(b) or 9.04(i), the provisions of this 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, 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 and or either Issuing Bank hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent, the Syndication Agent, the Collateral Agent or such Issuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Magellan Health Services Inc), Credit Agreement (Magellan Health Services Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.2 of the Credit 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect 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, or amend or modify Section 8.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitment (except pursuant to whom Section 2.6), or decrease the 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), 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 is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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) The rights, remedies, powers, privileges, and discretions of the Collateral Administrative Agent hereunder and under applicable Law (herein, the “Collateral Administrative Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it they would otherwise have. No delay or omission by the Collateral Administrative Agent in exercising or enforcing any of the Collateral Administrative Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Administrative Agent of any Event of Default or of any Default default under any other agreement shall operate as a waiver of any other Event of Default or other Default default hereunder or under any other agreementagreement (except as expressly set forth in such waiver). No single or partial exercise of any of the Collateral Administrative Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Administrative Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Administrative Agent’s Rights and Remedies. No waiver by the Collateral Administrative Agent of any of the Collateral 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 Collateral Administrative Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Administrative Agent may determine. The Collateral Administrative Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Guaranteed Obligations. No waiver of any provisions of this Agreement or any other Loan Document Guaranty or consent to any departure by any Grantor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph effected as described in 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 to or demand on any Grantor Guarantor in any case shall entitle such Grantor Guarantor or any other Grantor 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Bank in exercising any power or right 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 Agent and the Banks hereunder (herein, and under the “Collateral Agent’s Rights and Remedies”) shall be other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Banks; provided, however, that no such agreement shall (i) without the consent of the applicable Bank, (A) decrease the principal of or Grantors with respect the rate of interest on such Bank’s Loans or the Fees payable to whom such Bank, (B) extend the date for any scheduled payment of principal of or interest on such Bank’s Loans or the Fees payable to such Bank, or (C) increase the amount or extend the expiration date of such Bank’s Commitment, or (ii) without the consent of each Bank, (A) release the First Mortgage Bond or release all or substantially all of the collateral therefor, in each such case except pursuant to Article VIII, or (B) amend or modify the provisions of Section 2.14, the provisions of this Section, the definition of “Required Banks” or any other provision requiring the consent or agreement of each of the Banks; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under the Loan Documents without the prior written consent of the Administrative Agent. Each Bank and each holder of a Note shall be bound by any waiver, amendment or modification is authorized by this Section regardless of whether its Note shall have been marked to applymake reference thereto, subject to and any consent required in accordance with by any Bank or holder of a Note pursuant to this Section 9.02 of the Credit Agreementshall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral ------------------- Administrative Agent or Lender in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Lenders and Remedies”) shall be the Borrowers hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that -------- ------- no such agreement shall
(i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (ii) change the Commitment or decrease the Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 that no such agreement shall amend, modify or -------- ------- otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification is to applyauthorized by this Section, subject to and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any subsequent assignee of the Credit Agreementsuch Lender.
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) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 other Event of Default or other Default hereunder arising from any Grantor’s failure to perform or under observe any other agreementcovenant or agreement contained in this Agreement on its part to be performed or observed hereunder. 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 effected as described in 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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreementparties hereto.
Appears in 2 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Waivers; Amendment. (a) No failure or delay of 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (i) increase any Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (i) amend or modify the provisions of Section 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 the Administrative Agent or the CAF Agent hereunder without the prior written consent of the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: Credit Facility Agreement (Tu Acquisitions PLC), Credit Facility Agreement (Texas Utilities Co /Tx/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender or any Issuing Bank in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral 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 Grantor Loan Party or Grantors 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 Loan 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 or L/C Disbursement, without the prior written consent of each Lender affected thereby, (ii) increase the Revolving Commitment (other than as contemplated in Section 2.24) or decrease the fees of any Lender without the prior written consent of such 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 (iv) amend or modify the provisions of Section 2.11(c), the provisions of this 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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent or such Issuing Bank or Swingline Lender. Notwithstanding anything to whom the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 is to applyrequiring 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.
(c) Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Designating Lender on behalf of its Designated Bank affected thereby, (i) subject such Designated Bank to any consent required in accordance additional obligations, (ii) reduce the principal of, interest on, or other amounts due with Section 9.02 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 Credit AgreementDesignated Bank Note made payable to the Designated Bank.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement, Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent hereunder (hereinor any Lender in exercising any power or right 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 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 to or demand on the Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Administrative Agent with the consent of the Majority Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Outstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Outstanding Credit, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the fees owing to whom any Lender or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender, (iii) amend, waive or modify the provisions of Section 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 “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 the Administrative Agent hereunder without the prior written consent of 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 is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Constellation Energy Group Inc), Credit Agreement (Constellation Energy Group Inc)
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of 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 (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 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, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Dynegy Inc /Il/), First Lien Credit Agreement (Dynegy Inc /Il/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Agents, any Issuing Bank, any Lender or any Ancillary Lender in exercising any right or power hereunder (hereinor 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 Agents, each Issuing Bank, the “Collateral Agent’s Rights Lenders and Remedies”) shall be each Ancillary Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, Intermediate Holdings, any Grantor 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 to or demand on Holdings, Intermediate Holdings, any Grantor Borrower or any other Loan Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by Holdings, Intermediate Holdings, the Borrowers and the Required Lenders, (y) in the case of any Ancillary Facility Document, pursuant to an agreement or agreements in writing entered into by each party thereto 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 Collateral Agent and consented to by the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease or Grantors forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such 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 2.18(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 the definition of "Required Lenders", "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders or Ancillary Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any 135 consent hereunder, without the prior written consent of each Lender or Ancillary Lender adversely affected thereby (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to whom 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 any of Holdings, Intermediate Holdings or any Subsidiary Loan Party from its Guarantee under the U.S. Collateral Agreement or the Foreign Guarantee, as applicable, 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 adversely affected thereby, (vii) effect any waiver, amendment or modification is to applythat 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 other Facilities, subject to without the consent of the Majority Lenders participating in the adversely affected Facility or (viii) change the relative rights in respect of payments or collateral of the Lenders participating in different Facilities or Ancillary Facilities without the consent of the Majority Lenders participating in each adversely affected Facility and each adversely affected Ancillary Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank 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 required in accordance with by any Lender pursuant to this Section 9.02 9.08 shall bind any assignee of the Credit Agreementsuch Lender.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (TRW Automotive Inc), Amendment and Restatement Agreement (TRW Automotive Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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 waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent required in accordance with of such Lender, (iii) amend or modify the pro rata requirements of Section 9.02 2.16, the provisions of Section 9.04(j), the provisions of this Section or the definition of the Credit Agreementterm "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; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 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 Grantor Borrower, Collateral having a fair market value not in excess of $25,000,000 shall be released upon sale or Grantors other disposition with respect to whom only the consent of the Agent; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: Five Year Revolving Credit Facility Agreement (Avaya Inc), Revolving Credit Facility Agreement (Avaya Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or the payment of any Facility Fee, or waive or excuse any such waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees or Utilization Fees of any Lender without the prior written consent required of such Lender, (iii) except in accordance with Section 9.02 10.17, reduce or terminate the obligations of either Guarantor, without the prior written consent of each Lender or (iv) amend or modify the provisions of Section 2.16, the provisions of Section 10.04(i), the provisions of this Section or the definition of the Credit Agreementterm “Required Lenders”, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Collateral 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 Agent’s Rights , the Issuing Banks and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest or fees on any Loan 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 or L/C Disbursement, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee, L/C Participation Fee of any Lender or other amounts due to whom any Lender of any Lender without the prior written consent of such Lender, (iii) limit or release the guarantee set forth in Article VII, or (iv) amend or modify the provisions of Section 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 the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreement.its rights and interests hereunder. 61 56
Appears in 2 contracts
Samples: Credit Facility Agreement (Itt Industries Inc), Five Year Competitive Advance and Revolving Credit Facility Agreement (George Acquisition Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Agents, any Issuing Bank, any Lender or any Ancillary Lender in exercising any right or power hereunder (hereinor 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 Agents, each Issuing Bank, the “Collateral Agent’s Rights Lenders and Remedies”) shall be each Ancillary Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, Intermediate Holdings, any Grantor 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 to or demand on Holdings, Intermediate Holdings, any Grantor Borrower or any other Loan Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by Holdings, Intermediate Holdings, the Borrowers and the Required Lenders, (y) in the case of any Ancillary Facility Document, pursuant to an agreement or agreements in writing entered into by each party thereto 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 Collateral Agent and consented to by the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease or Grantors with respect to whom such waiverforgive the principal amount of, amendment or modification is to applyextend the final maturity of, subject to or decrease the rate of interest on, any Loan or any L/C Disbursement, without the prior written consent required in accordance with Section 9.02 of each Lender directly affected thereby, (ii) increase or extend the Credit Agreement.Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the 250
Appears in 2 contracts
Samples: Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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 waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Utilization Fees or Facility Fees of any Lender without the prior written consent required in accordance with of such Lender, or (iii) amend or modify the provisions of Section 9.02 2.16, the provisions of Article IX, 95 89 the provisions of this Section or the definition of "Required Lenders", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Credit AgreementAdministrative Agent hereunder without the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Harsco Corp), 364 Day Credit Agreement (Harsco Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Lender or any Issuing Bank in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Issuing Banks and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by a Borrower or any Grantor 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 to or demand on any Grantor a Borrower or Holdings in any case shall entitle such Grantor any Borrower or any other Grantor 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 Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of any scheduled principal payment or payment of any interest on any Loan or payment of any Fees accrued hereunder or waive or excuse any such payment or any part thereof 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 or L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby, (iv) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of 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, (vi) amend or modify the provisions of Section 9.04(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 value of the 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 that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or a N.Z. Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, 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 subject only to the consent requirements expressly set forth in each such clause, (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, 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 agreement entered into between notice from the Collateral Agent Required Lenders stating that the Required Lenders object to such amendment and (z) the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 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 AgreementCommitments or other changes 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 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date 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 whom 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, (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 is authorized by this Section and any consent by any Lender pursuant to applythis Section shall bind any assignee of its rights and interests hereunder. Further, subject 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 consent required in accordance with Section 9.02 of the Credit AgreementLoan 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) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “"Collateral Agent’s 's Rights and Remedies”") shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s '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 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 '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 's Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s '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 '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 '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 any Grantor in any case shall entitle such 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 a written agreement entered into between the Collateral Agent and the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement.
Appears in 2 contracts
Samples: Security Agreement (Marsh Supermarkets Inc), Security Agreement (Marsh Supermarkets Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or the payment of any Facility Fee, or waive or excuse any such waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees of any Lender without the prior written consent required in accordance with Section 9.02 of such Lender, (iii) reduce or terminate the obligations of the Credit AgreementGuarantor or (iv) amend or modify the provisions of Section 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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (He Holdings Inc), Credit Agreement (He Holdings Inc)
Waivers; Amendment. (a) No failure or delay of any 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect 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, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee or the Letter of Credit Fee of any Lender or amend the obligation of any Lender to whom purchase or hold participations in Letters of Credit after the Termination Date without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 Agent hereunder without the prior written consent of such 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 is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: Credit Agreement (At&t Corp), 364 Day Revolving Credit Facility Agreement (At&t Corp)
Waivers; Amendment. (a) No failure or delay of 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender affected thereby, (ii) increase any Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 the Administrative Agent or the CAF Agent hereunder without the prior written consent of the Administrative Agent or the CAF Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Tu Acquisitions PLC), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Co /Tx/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights No failure or remedies which it would otherwise have. No delay or omission by the Collateral Agent Administrative Agent, or any Secured Party in exercising any right, power or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, remedy hereunder or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement Loan Document shall operate as a waiver of thereof, nor shall any other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of the Collateral Agent’s Rights steps to enforce such a right, power or Remediesremedy, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and preclude any Person, at any time, shall preclude the other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent’s Rights Administrative Agent and Remedies. No waiver by the Collateral Agent Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasionrights, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time powers 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 Obligationsremedies that they would otherwise have. No waiver of any provisions provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Pledgor in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Administrative Agent and the Grantor Pledgor or Grantors Pledgors with respect to whom which such waiver, amendment or modification is to apply.For the avoidance of doubt, subject the Administrative Agent shall have no obligation to execute and deliver any consent required amendment, supplement, modification or waiver to this 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 be entitled to receive indemnity satisfactory to it and in accordance with Section 9.02 all cases shall be provided with, and shall be fully protected in relying in good faith upon, (i) a certificate of an Officer of the Credit AgreementCompany and (ii) an opinion of counsel to the Company stating that the execution of such document is authorized or permitted hereunder.
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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor other Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or reimbursement obligation with respect to whom an LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or amend or modify Section 13.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitments or decrease or extend the 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, (iii) amend or modify the provisions of Section 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 is to apply, subject to authorized by this Section 13.07 and any consent required in accordance with by any Lender pursuant to this Section 9.02 13.07 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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 either Agent or any Lender in exercising any right or power 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, remedies, powers, privileges, rights and discretions remedies of each Agent and the Collateral Agent Lenders hereunder (herein, and under the “Collateral Agent’s Rights and Remedies”) shall be other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower or the other Loan Party in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan, without the prior written consent of each Lender directly 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 of any Lender or decrease the 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 Agent 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 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 Grantor Closing Date),
(vi) release all or Grantors with respect to whom such 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 to applynot changed); provided, subject to further, that no such agreement shall amend, modify or otherwise affect the rights or duties of either Agent hereunder without the prior written consent of such Agent 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 of such Lender.
(c) Without the consent of any 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 Section 9.02 applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender, shall be limited to the Credit AgreementMaximum 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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, or extend the maturity date of any Letter of Credit to whom a date after the Termination Date (except as provided in Section 3.01(a)), without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees of any Lender without the prior written consent of such waiverLender or (iii) amend or modify the provisions of Section 2.18, amendment the last sentence of Section 3.01(a), the provisions of Section 10.04(i), the provisions of this Section or modification is to apply, subject to any consent required in accordance with Section 9.02 the definition of the Credit Agreementterm “Required Lenders”, without the prior written consent of each Lender; provided 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 Issuing Lender hereunder without the prior written consent of such Issuing 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) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender directly affected thereby, (ii) increase the Revolving Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 2.15 or Section 9.04(h), the provisions of this Section or the definition of "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, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and hereunder without the Grantor or Grantors with respect to whom such prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
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) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of, or date for the payment of any interest 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, without the prior written consent of each Lender affected thereby, or (ii) increase or extend the Commitment of any Lender, or decrease or extend the date for payment of any Fees payable to such Lender, without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.12, the mandatory prepayment provisions of Section 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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, or extend the maturity date of any Letter of Credit to whom a date after the Maturity Date, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fees or Utilization Fees of any Lender without the prior written consent of such waiverLender, amendment (iii) amend or modification is to applymodify the provisions of Section 2.16, subject to any consent required in accordance with the provisions of Section 9.02 10.04(i), the provisions of this Section or the definition of the Credit Agreementterm “Required Lenders”, without the prior written consent of each Lender; provided 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 Issuing Lender hereunder without the prior written consent of such Issuing Lender.
Appears in 1 contract
Samples: Five Year Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor 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 Section 2.14 or Section 2.21, (y) in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Holdings (prior to a Qualified IPO), the Collateral Agent Borrower and the Grantor or Grantors with Required Lenders (or, (A) in respect to whom such of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial 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, or decrease the Commitment Fees, L/C Participation Fees, any other Fees or prepayment premium of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(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 adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to applymake such modification),
(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, subject without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the provisions of this Section 9.08 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) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee 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 other than a Defaulting 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 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, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank 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 such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in accordance 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, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, 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 Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility 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 (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 9.02 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Incremental Revolving Facility Commitments as a separate Class or tranche from the existing Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) to effect an alternate interest rate in a manner consistent with Section 2.14.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lxxxxx’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit Agreementand (ii) the provisions of Section 6.11.
(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency with respect to the Revolving Facility Loans or the Letters of Credit.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 2.15 or Section 9.04(h), the provisions of this Section or the definition of "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 Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lucent Technologies Inc)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Collateral Trustee 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 Agent’s Rights , the Collateral Trustee and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower or Intermediate Holdings in any case shall entitle such Grantor the Borrower or any other Grantor Intermediate 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 a written an agreement or agreements in writing entered into between by the Borrower, Intermediate Holdings and the Required Lenders; provided, however, that no such agreement shall (i) extend or increase the Revolving Credit Commitment of any Lender without the written consent of such Lender, (ii) postpone any date scheduled for any payment of principal or interest, waive or excuse the payment thereof (in part or in whole), or decrease the rate of interest on any Revolving Loan, without the prior written consent of each Lender directly adversely affected thereby, (iii) increase or extend the Revolving Loans or decrease or extend the date for payment of any fees of any Lender without the prior written consent of such Lender, (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(a) or the provisions of this Section or release all or substantially all of the value of the Guarantees provided by the Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or releasing all or substantially all of the Collateral, without the prior written consent of each Lender, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV, (vi) amend or modify the definition of the terms “Required Lenders” or “Supermajority 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 Revolving Credit Commitments on the date hereof); provided, further, however, that no such agreement shall (w) amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Trustee or hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Trustee, (x) waive, amend or modify the provisions of Sections 6.01, 6.02, 6.06, 6.07, 6.09(a)(ii), (y) amend or modify the provisions of paragraph (n) of Article VII or the definitions of “Change of Control”, “Equity Interests”, “Parent”, “Pledge Agreement” or “Intercreditor Agreement” or (z) amend or modify the first priority ranking (subject to Liens permitted by Section 6.02) of the Liens on, and security interest in, the Collateral, in the case of clauses (x), (y) and (z), without the prior written consent of the Supermajority Lenders.
(c) The Administrative Agent and the Grantor Borrower may amend any Loan Document to correct administrative errors or Grantors with respect omissions, or to whom such waiver, amendment or modification is to apply, subject effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent required in accordance with Section 9.02 of the Credit Agreementany other party to such Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent hereunder (hereinor any Lender in exercising any power or right 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 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 to or demand on any Grantor Loan Party or any Subsidiary thereof in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower, Exelon and the Grantor Majority Lenders (but only when notice thereof is delivered to the Administrative Agent in accordance with Section 9.01) or Grantors the Administrative Agent with the consent or at the direction 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 Outstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Outstanding Credit (other than pursuant to an amendment to or waiver of Section 2.08), without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the fees owing to any Lender (except pursuant to Section 9.14) or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender, (iii) amend, waive or modify the provisions of Section 2.14, Section 2.15 or Section 9.04(h), the provisions of this Section or the definition of the “Majority Lenders”, without the prior written consent of each Lender, (iv) release or permit the transfer of the obligations of any Loan Party hereunder (including Exelon’s obligations under Article VI) without the prior written consent of each Lender, except as permitted by Section 5.02(b) or (v) change the definition of LC Committed Amount without the prior written consent of the applicable LC Bank (which consent shall not be unreasonably withheld); provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the LC Bank hereunder without the prior written consent of the Administrative Agent or the LC Bank, as the case may be, provided, further that this Agreement may be amended and restated without the consent of any Lender, any LC Bank, or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, LC Bank 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, such LC Bank or the Administrative Agent, as the case may be; provided, further, that (i) the Termination Date with respect to whom any Lender’s Commitment may be extended with only the consent of the Lenders agreeing to such extension with respect to such Lender’s Commitment, and (ii) any amendment to this Agreement to effectuate such extension, including the creation of separate tranches of Commitments with extended Termination Dates with different pricing and other terms, may be made with the consent of the Majority Lenders. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder.
(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with Section 9.02 the consent of the Credit Agreementapplicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Exelon Corp)
Waivers; Amendment. (a) No failure or delay by the Administrative Agent or any other Senior Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights, remedies, powers, privileges, rights and discretions remedies of the Collateral Administrative Agent and the other Senior Lenders hereunder (herein, and under the “Collateral Agent’s Rights and Remedies”) shall be other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Company or any Grantor therefrom Subsidiary herefrom 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 specific purpose for which given. Notwithstanding anything herein to the contrary, no sale, assignment, novation, transfer or delegation by any Lender of any of its rights or obligations under the Credit Agreement or any other Loan Document shall, or shall be deemed, to extinguish any of the rights, benefits or privileges afforded by the Intercompany Debtors or the Intercompany Lenders hereunder in relation to such of its rights or obligations, and all such rights, benefits and privileges shall continue to accrue, to the full extent thereof, for the benefit of the assignee, transferee or delegee of such Lender in connection with each such sale, assignment, novation, transfer and delegation. No notice to or demand on any Grantor Intercompany Debtor or Intercompany Lender in any case shall entitle such Grantor any Intercompany Debtor or any other Grantor Intercompany Lender to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 17, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Administrative Agent and the Grantor Company or Grantors a Subsidiary with respect to whom which such waiver, amendment or modification is to apply.
(c) This Agreement shall be construed as a separate agreement with respect to the Company and each Subsidiary and may be amended, subject modified, supplemented, waived or released with respect to the Company or any consent required in accordance with Section 9.02 Subsidiary without the approval of any other Subsidiary or the Credit AgreementCompany, as the case may be, and without affecting the obligations of any other Subsidiary or the Company, as the case may be, hereunder.
Appears in 1 contract
Samples: Credit Agreement (GoPro, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent hereunder (hereinor any Lender in exercising any power or right 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 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 to or demand on the Borrower or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Majority Lenders (but only when notice thereof is delivered to the Administrative Agent in accordance with Section 8.01) or Grantors the Administrative Agent with the consent or at the direction 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 Outstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Outstanding Credit (other than pursuant to an amendment to or waiver of Section 2.08), without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the fees owing to any Lender (except pursuant to Section 8.15) or postpone the payment of any fee owing to any Lender without the prior written consent of such Lender, (iii) amend, waive or modify the provisions of Section 2.15, Section 2.16 or Section 8.04(h), the provisions of this Section or the definition of the “Majority Lenders”, without the prior written consent of each Lender, (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) or (v) change the definition of LC Committed Amount without the prior written consent of the applicable LC Bank (which consent shall not be unreasonably withheld); provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the LC Bank hereunder without the prior written consent of the Administrative Agent or the LC Bank, as the case may be, provided, further that this Agreement may be amended and restated without the consent of any Lender, any LC Bank, or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, LC Bank 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, such LC Bank or the Administrative Agent, as the case may be; provided, further, that (i) the Termination Date with respect to whom any Lender’s Commitment may be extended with only the consent of the Lenders agreeing to such extension with respect to such Lender’s Commitment, and (ii) any amendment to this Agreement to effectuate such extension, including the creation of separate tranches of Commitments with extended Termination Dates with different pricing and other terms, may be made with the consent of the Majority Lenders. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder.
(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with Section 9.02 the consent of the Credit Agreementapplicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor Holdings or the Borrower in any case shall entitle such Grantor Holdings or any other Grantor the Borrower to any other or further notice or demand in similar or other circumstances. 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the 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, without the prior written consent of each Lender directly adversely affected thereby (other than 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 any waiver or extension of any mandatory prepayment), (ii) increase or extend the Commitment or decrease or extend the 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, (iii) amend or modify the pro rata requirements of Section 2.14, the provisions of Section 9.04(k) or the provisions of this Section 9.08(b) or release any Guarantor (other than in connection with the sale or other disposition 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, (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC, or (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 that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Loan Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Blackline, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 10.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or Fees, or waive or excuse any such waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or change the Facility Fees of any Lender without the prior written consent required in accordance with of such Lender, or (iii) amend or modify the provisions of Section 9.02 2.16, the provisions of this Section or the definition of the Credit Agreement"Required Lenders", without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent.
Appears in 1 contract
Samples: Competitive Advance and Multi Currency Revolving Credit Facility Agreement (Manor Care Inc/New)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent hereunder (hereinAdministrative Agent, the “Collateral Issuing Lender 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 Agent’s Rights , the Issuing Lender and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor party to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Lender may have had notice or knowledge of such Default at the time.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided that no such agreement shall (i) decrease the principal amount of, or Grantors extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or reimbursement obligation with respect to whom an LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or amend or modify Section 8.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitment, or decrease 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 (iii) amend or modify the provisions of Section 2.17 or 8.4(h), the provisions of this Section or the definition of the “Required Lenders”, or release any Guarantor from its obligations under Section 8.16 hereof except for the release of MJC in connection with the consummation of a transaction permitted under Section 5.9, or amend the definition of “Alternative Currency” to add any 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 (x) the Administrative Agent hereunder without the prior written consent of the Administrative Agent, (y) the Swingline Lender without the prior written consent of the Swingline Lender or (z) any Issuing Lender without the prior written consent of such Issuing Lender. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Notwithstanding the foregoing, no amendment or amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 9.02 8.7 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment or amendment and restatement shall have no Commitment or other obligation to maintain or extend credit under this Agreement (as so amended or amended and restated), including any obligation in respect of any drawing under or participation in any Letter of Credit and (ii) which, substantially contemporaneously with the Credit effectiveness of such amendment or amendment and restatement, is paid in full all amounts owing to it hereunder (including principal, interest and fees, but excluding unmatured contingent obligations). From and after the effectiveness of any such amendment or amendment and restatement, any such Lender shall be deemed to no longer be a “Lender” hereunder or a party hereto; provided, that any such Lender shall retain the benefit of indemnification and other provisions hereof which, by the terms hereof, would survive a termination of this Agreement.
Appears in 1 contract
Samples: Five Year Revolving Credit Facility Agreement (Mead Johnson Nutrition Co)
Waivers; Amendment. (axxv) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Holdings or any Grantor Subsidiary in any case shall entitle such Grantor or any other Grantor party 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 a written an agreement or agreements in writing entered into between by Holdings, the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or reimbursement obligation with respect to whom an LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or amend or modify Section 8.16, without the prior written consent of each Lender directly affected thereby, (ii) increase the Commitment, or decrease 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 (iii) amend or modify the provisions of Section 2.17 or Section 8.4(h), the provisions of this Section or the definition of the “Required Lenders”, or release any Guarantor from its obligations under Section 8.16 hereof except for the release of a Subsidiary Guarantor in connection with the consummation of a transaction permitted under Section 5.9, or amend the definition of “Alternative Currency” to add any 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 (x) the Administrative Agent hereunder without the prior written consent of the Administrative Agent, (y) the Swingline Lender without the prior written consent of the Swingline Lender or (z) any Issuing Lender without the prior written consent of such Issuing Lender. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of its rights and interests hereunder. Notwithstanding the foregoing, this Agreement may be amended without the consent of the Credit AgreementLenders as described in Section 5.17.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Mead Johnson Nutrition Co)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent or any Bank in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Agent and the Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Banks; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Bank affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fees of any Bank without the prior written consent of such Bank, or (iii) amend or modify the provisions of Section 2.15, the provisions of this Section or the definition of "Required Banks", without the prior written consent of each Bank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent. Each Bank and each holder of a Note shall be bound by any waiver, amendment or modification is authorized by this Section regardless of whether its Note shall have been marked to applymake reference thereto, subject to and any consent required in accordance with by any Bank or holder of a Note pursuant to this Section 9.02 of the Credit Agreementshall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 1 contract
Waivers; Amendment. (a) The rightsNo failure or delay of the ------------------- Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Agent and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement, the Pledge Agreement nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to a written an agreement or agreements in writing entered into between by Parent, the Company and the Required Lenders or, in the case of the Pledge Agreement, pursuant to an agreement or agreements in writing entered into by Parent and the Collateral Agent and approved in writing by the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal -------- ------- amount of, or Grantors with respect to whom 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 waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease, extend the date for payment of or waive or excuse the payment of any consent required in accordance with Section 9.02 of the Credit AgreementCommitment Fees of any Lender without the prior written consent of such Lender, (iii) 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 holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class (in addition to the consent of the Required Lenders) or (iv) amend or modify the provisions of Section 2.15 or 9.04(i), the provisions of this Section, the definition of the term "Required Lenders" or release all or a material part of the Collateral or release Parent from or limit its obligations under its guarantee set forth in Section 9.16, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or ---------------- otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Company and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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 waiverpayment or any part thereof, amendment or modification is to applydecrease the rate of interest on any Loan, subject to without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Utilization Fees or Facility Fees of any Lender without the prior written consent of such Lender, (iii) change Section 2.17 in a manner that would alter the pro rata sharing of payments required in accordance with thereby without the prior written consent of each Lender, or (iv) amend or modify the provisions of Section 9.02 2.16, release the Guarantor from its obligations under Article IX, or amend or modify the provisions of this Section or the definition of "Required Lenders", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Credit AgreementAdministrative Agent hereunder without the prior written consent of the Administrative Agent.
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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Administrative Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 Grantor other Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Borrowers, the General Administrative Agent and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors extend the maturity of any scheduled principal payment date or date for the payment of any interest on, any Loan or reimbursement obligation with respect to whom an LC Disbursement (other than any extension of the Revolving Maturity Date pursuant to Section 2.05), or waive or excuse any such payment or any part thereof, or decrease any fee or the rate of interest on any Loan, or amend or modify Section 12.16, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the availability of the Commitments or decrease or extend the 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 Lenders, which shall require the consent of the Issuing Lenders) without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 5.13 or Section 12.04(i), the provisions of this Section 12.07 or the definition of the “Required Lenders”, or release the Company from its obligations under Section 12.16 hereof, 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 or (y) an Arranger under Section 12.04(b) without the prior written consent of such Arranger. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section 12.07 and any consent required in accordance with by any Lender pursuant to this Section 9.02 12.07 shall bind any assignee of its rights and interests hereunder. Notwithstanding any of the Credit Agreementforegoing, 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 General 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 General Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (A) the Required Lenders stating that the Required Lenders object to such amendment or (B) if affected by such amendment, any Issuing Lender stating that it objects to such amendment.
Appears in 1 contract
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which 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 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 any Grantor in any case shall entitle such 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 or in any other Loan Paper may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the Borrower and the 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 the Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on the Loan, decrease the Commitment Fee, the Letter of Credit fee or any other fees owing hereunder, without the prior written consent of each Lender affected thereby, (ii) release any material Collateral or guaranty of the Obligations, provided that, the Administrative Agent may, at the Borrower's request and without the consent of any Lender, release (A) any immaterial portion of the Collateral Agent that is immaterial to the business of the Parent, the Borrower and their Subsidiaries, and (B) any portion of the Grantor Collateral permitted by the terms of this Agreement to be sold or Grantors with respect to whom such waiver, amendment disposed of (in an IRU or modification is to apply, subject to any consent required otherwise) in accordance with the terms of Section 9.02 7.06 hereof (and so long as the Borrower confirms to the Administrative Agent that it intends to comply with the terms of Section 2.06 hereof, and granx x Xxxx xx all newly acquired equipment in accordance with the terms of Section 2.16(b) hereof); (iii) amend or modify the provisions of this Section or the definition of the Credit Agreementterms "Available Commitment", "Commitment", "Unavailable Commitment", "Specified Percentage" or "Majority Lenders", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. The Borrower may rely on the written representation by the Administrative Agent that consent of the Majority Lenders was obtained.
Appears in 1 contract
Samples: Credit Agreement (Telergy Inc /Ny)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.11(d), neither this Agreement nor any provision hereof may be waived, amended amended, or modified except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom 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, without the prior written consent of each Lender, (ii) except as provided in Section 2.11(d), change or extend the Commitment of any Lender or decrease or extend any scheduled payment date for the Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 2.16, the provisions of this Section or the definition of "Required Lenders", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify, or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment amendment, or modification is to applyauthorized by this Section or by Section 2.11(d), subject to and any consent required in accordance with by any Lender pursuant to this Section 9.02 or by Section 2.11(d) shall bind any Transferee of the Credit Agreementits rights and obligations hereunder.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Citizens Communications Co)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Lender or the Issuing Bank in exercising any power or right hereunder (hereinor 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 Agent, the “Collateral Agent’s Rights Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Polypore or any Grantor 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 to or demand on any Grantor Polypore, Daramic Holding or Holdings in any case shall entitle such Grantor Polypore, Daramic Holding or any other Grantor Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by Polypore, Holdings, the Collateral Agent Required Lenders and, if directly affected thereby, Daramic Holding; provided, however, that (w) Polypore, Holdings and the Grantor Administrative Agent may enter into an amendment to effect the provisions of Section 2.23(b) upon the effectiveness of any Incremental Term Loan Assumption Agreement (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); (x) no such agreement under this Section 9.8(b) shall (i) decrease the principal amount of, or Grantors extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, the provisions of this Section 9.8, or release any Guarantor or all or substantially all of the Collateral, without the prior written consent of each Lender directly affected thereby, (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, (v) amend, modify or waive compliance by Holdings or Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit 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 Restatement Effective Date) or (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders; (y) amendments, waivers and other modifications may be made to Sections 6.10, 6.11 and the last two paragraphs of Article VII with only the written consent of the Required Revolving Lenders (unless an Event of Default under Section 6.10 or 6.11 has occurred with respect to whom the Term Facility as provided in paragraph (d) of Article VII, in which case this clause (y) shall cease to apply in respect of such waiverEvent of Default); and (z) amendments, amendment waivers and other modifications to the definition of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the Revolving Facility or modification is the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender. Notwithstanding anything to applythe contrary herein, subject no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent required in accordance with Section 9.02 of the Credit AgreementLenders).
Appears in 1 contract
Samples: Credit Agreement (Polypore, Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights No failure or remedies which it would otherwise have. No delay or omission by the Collateral Agent or any Secured Party in exercising any right, power or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, remedy hereunder or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other agreement Indenture Document shall operate as a waiver of thereof, nor shall any other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the Collateral Agent’s Rights exercise of any other right, power or Remediesremedy. The rights, powers and no express or implied agreement or transaction remedies of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the Secured Parties hereunder and under the other or further exercise of the Collateral Agent’s Rights Indenture Documents are cumulative and Remedies. No waiver by the Collateral Agent are not exclusive of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasionrights, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time powers 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 Obligationsremedies that they would otherwise have. No waiver of any provisions provision of this Agreement or any other Loan Document or consent to any departure by any Grantor Indenture 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. No notice to or demand on any Grantor Indenture Party in any case shall entitle such Grantor or any other Grantor Indenture Party to any other or further notice or demand in similar or other circumstances.
(b) Neither None of this Agreement nor Agreement, the Intercreditor Agreement, any of the other Indenture Documents or any provision hereof may be waived, amended or modified except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent and the Grantor Indenture Party or Grantors Indenture Parties with respect to whom which such waiver, amendment or modification is to apply, subject to the limitations in the Intercreditor Agreement or as otherwise provided in the Intercreditor Agreement. For the avoidance of doubt, the Collateral Agent shall have no obligation to execute and deliver any consent required amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the other Note Documents. In signing such amendment, supplement, modification or waiver, the Collateral Agent shall be entitled to receive indemnity satisfactory to it and in accordance with Section 9.02 all cases shall be provided with, and shall be fully protected in relying in good faith upon, (i) a certificate of an Officer of the Credit AgreementCompany and (ii) an opinion of counsel to the Company stating that the execution of such documents is authorized or permitted hereunder.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of any 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent hereunder (hereinAgents, the “Collateral Agent’s Rights Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Amended Agreement or any other Loan Document or consent to any departure by the Borrower or any Grantor other Secured 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither None of this Agreement nor Amended Agreement, the other Loan Documents and any provision hereof or thereof may be waived, amended or modified (and no consent to the departure by the Borrower or any other Secured Party therefrom may be effective), except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; PROVIDED, THAT, no such agreement shall (i) decrease the principal amount of or Grantors with respect extend the maturity of or date for the payment of any interest on any Loan or any date for reimbursement of a Letter of Credit Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or a Letter of Credit Disbursement, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitments or decrease the Fees of any Lender without the prior written consent of such Lender, (iii) increase the aggregate Commitments of the Lenders without the prior written consent of each Lender, (iv) amend or modify the provisions of Section 2.17 or 9.04(j), the provisions of this Section, the definition of the term "Required Lenders," release at one time or serially in the aggregate all or substantially all the Guarantors or all or substantially all the Collateral, without the prior written consent of each Lender; (v) change the amount of the Revolving Credit Facility or any provision relating to whom any prepayment of the Loans under the Revolving Credit Facility without the consent of Lenders holding more than 50% of the outstanding Loans (and outstanding Letter of Credit Exposure, if applicable) under the Revolving Credit Facility, (vi) waive the conditions to funding any Loan or issuance of a Letter of Credit without the consent of Lenders holding more than 50% of the outstanding Loans, Letter of Credit Exposure and unused Commitments under the Revolving Credit Facility, and (vii) waive, amend or modify in a manner that, by its terms, adversely affects a Lender's participation in a Facility differently from those of the Lenders participating in the other Facility, shall require the consent of such adversely affected Lenders holding more than 50% of the outstanding Loans, Letter of Credit Exposure (if applicable) and unused Commitments under such Facility; PROVIDED, FURTHER, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, the Swingline Lender (in its capacity as such) or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of such Agent, the Swingline Lender or the Issuing Bank, as applicable. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification is authorized by this Section 9.08 regardless of whether its Note shall have been marked to applymake reference thereto, subject to and any consent required in accordance with by any Lender or holder of a Note pursuant to this Section 9.02 of the Credit Agreement9.08 shall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 1 contract
Waivers; Amendment. (a) The rightsNo failure or delay of the Administrative Agent, remedies, powers, privileges, and discretions of the Collateral Agent or any Lender in exercising any power or right hereunder (hereinor 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 Agent’s Rights , the Collateral Agent and Remedies”) shall be the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the 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 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, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Subsidiary Guarantor (other than 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 or (iv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent and hereunder or under any other Credit Document without the Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any prior written consent required in accordance with Section 9.02 of the Credit AgreementAdministrative Agent or the Collateral Agent.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Walter Investment Management Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Agent, any Fronting Bank or any Lender in exercising any power or right hereunder (hereinshall 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 Agent, the “Collateral Agent’s Rights Fronting Banks and Remedies”) shall be the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision 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 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 to or demand on any Grantor Borrower or any Subsidiary in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with extend the maturity of or any scheduled principal payment date or date for the payment of any interest on, any Loan or reimbursement obligation in respect of a Letter of Credit or date for the payment of any Facility Fee or LC Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or any reimbursement obligation in respect of a Letter of Credit, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment of any Lender, decrease the Facility Fee or decrease the LC Fee payable to whom any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 Fronting Bank hereunder without the prior written consent of the 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 is to applyauthorized by this Section, subject to and any consent required in accordance with by any Lender, the Agent or any Fronting Bank pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 1 contract
Waivers; Amendment. (a) The rightsTo the fullest extent permitted under applicable law, remedies, powers, privileges, and discretions no failure or delay of the Collateral Agent hereunder (hereinAgent, the “Collateral 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. To the fullest extent permitted under applicable law, the rights and remedies of the Agent’s Rights , the Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it they would otherwise have. No delay or omission by To the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate asfullest extent permitted under applicable law, 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 no waiver of any 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 provision of this Amended Agreement or any other Loan Document or consent to any departure by any Grantor the Borrowers 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 to or demand on any Grantor the Borrowers in any case shall entitle such Grantor or any other Grantor the Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither None of this Agreement Amended Agreement, the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified modified, except pursuant to a written an agreement or agreements in writing entered into between by the Collateral Agent Borrowers and the Grantor or Grantors with respect to whom Required Lenders; PROVIDED, HOWEVER, that no such waiver, amendment or modification is shall (i) decrease the principal amount of any Loan, extend the Maturity Date, extend any date for the payment of any interest on any Loan or any Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each holder of a Note affected thereby, (ii) change or extend the Commitment or decrease the Fees of any Lender without the prior written consent of such Lender, (iii) reduce the amount of or postpone the date fixed for any reimbursement of a Letter of Credit Disbursement without the prior written consent of each Lender affected thereby, (iv) except in connection with a disposition approved by the Required Lenders, permit the release, transfer or sharing of any Collateral under any Pledge Agreement or permit the release of any guarantor from any Guarantee Agreement without the prior written consent of each Lender, (v) increase the aggregate Commitments of the Lenders without the prior written consent of each Lender or (vi) amend or modify the provisions of Section 2.14, 2.15 or 2.16, the provisions of Section 9.04(i), the provisions of this Section 9.08 or the definitions of "Required Lenders" or "Consenting Lenders" or otherwise change the percentage of the Commitments, the percentage of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to applytake any action under any provision of this Amended Agreement or any other Loan Document, subject without the prior written consent of each Lender; PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or Issuing Bank hereunder without the prior written consent of the Agent or the Issuing Bank, as applicable. An Approved Extension shall not be deemed an amendment, modification or waiver of any provision of this Amended Agreement for purposes of the foregoing. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 9.08 regardless of whether its Note shall have been marked to make reference thereto, and any consent required in accordance with by any Lender or holder of a Note pursuant to this Section 9.02 of the Credit Agreement9.08 shall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 1 contract
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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 “Collateral Agent’s Rights exercise of any other right or power. The rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor Credit Party in any case shall entitle such Grantor or any other Grantor Credit 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Credit Parties and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount (other than on account of payment or Grantors with respect to whom prepayment) of, or extend or advance the maturity of or any date for the payment of any principal of or interest on, any Loan, or waive or excuse any such waiverpayment or any part thereof, amendment or modification decrease the rate of interest on any Loan, or decrease the amount or rate of the Commitment Fee or Letter of Credit Fee, without the prior written consent of each Lender affected thereby, (ii) change the Commitment of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.09, 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 Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
(c) Notwithstanding the fact that the consent of all the Lenders is to apply, subject to any consent required in accordance with certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 9.02 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow a Credit AgreementParty to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Credit Agreement (Tredegar Corp)
Waivers; Amendment. (a) No failure or delay of any 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, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent Agents and the Lenders hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor the Borrower in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Agent Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to whom extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Revolving Credit Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Revolving Credit Loan, without the prior written consent of each Lender affected thereby, (ii) increase the Commitment or decrease the Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the provisions of Section 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 Agent hereunder without the prior written consent of such Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section and any consent required in accordance with by any Lender pursuant to this Section 9.02 shall bind any assignee of the Credit Agreementits rights and interests hereunder.
Appears in 1 contract
Samples: 364 Day Revolving Credit Facility Agreement (At&t Corp)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder (hereinor 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 “Collateral exercise of any other right or power. The rights and remedies of the Administrative Agent’s Rights , each Issuing Bank and Remedies”) shall be the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Grantor 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 to or demand on Holdings, the Borrower or any Grantor other Loan Party in any case shall entitle such Grantor or any other Grantor person to any other or further notice or demand in similar or other circumstances.
(ba) 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 a written an agreement or agreements in writing entered into between by Holdings, the 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:
(i) decrease or forgive the principal amount of, or extend the final maturity of (other than as expressly contemplated in clause (ii) of the definition of “Maturity Date”), or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c);
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of each Lender directly 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 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 adversely affected thereby;
(iv) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrower would be increased (provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the prior written consent of any Lenders), in each case without the prior written consent of the Super Majority Lenders.
(v) amend or modify the provisions of this Section 10.08 or the definition of the terms, “Required Lenders,” “Super 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 (if and to the extent this Agreement shall have been otherwise amended to permit the incurrence of same) may be included in the determination of the Required Lenders and the Super Majority Lenders on substantially the same basis as the Loans and Commitments are included on the Effective Date);
(vi) amend or modify the Superpriority Claim status of the Lenders under the Orders or under any Loan Document, release all or substantially all the Collateral or release any of Holdings, the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the applicable Loan Document (unless, in each case, any assets or Equity Interests are sold or otherwise disposed of in a transaction permitted by this Agreement) without the prior written consent of each Lender; or
(vii) change the order of application of proceeds of Collateral set forth in Section 2.18(b) or 5.11(c) or modify the ratable sharing or payments required thereby or by 2.18(c) without the prior written consent of each Lender directly adversely affected thereby; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent and or an Issuing Bank hereunder without the Grantor prior written consent of the Administrative Agent or Grantors with respect to whom such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee of such Lender.
(b) Without the consent of any 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 accordance with Section 9.02 any Collateral or additional property to become Collateral for the benefit of the Credit AgreementSecured 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.
(c) [Reserved].
(d) [Reserved].
(e) 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 (1) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (2) the date on which payment of interest on any Loan or any L/C Disbursement or any fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (3) this Section 10.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Verso Paper Holdings LLC)
Waivers; Amendment. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights, remedies, powers, privileges, rights and discretions remedies of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be parties hereto are cumulative and are not exclusive of any rights or remedies which it that they 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 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 provision of this Agreement or any other Loan Document or consent to any departure by any Grantor 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 to or demand on any Grantor party hereto in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by each Representative and the Collateral Agent. Notwithstanding the foregoing, except during the pendency of an Insolvency or Liquidation Proceeding, no provision of this Agreement may be terminated, waived, amended or modified without the prior written consent of Holdings if such termination, waiver, amendment or modification would adversely affect any Grantor. The Credit Agreement Secured Parties agree not to amend Section 9.05 of the 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 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) 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 obligations secured by such Collateral concurrently release and (if applicable) retake the 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 the 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 Grantor 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 Grantors with respect action by any other Party shall be required in order for such amendment to whom such waiverbe 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, amendment or modification is to apply, subject to any consent required and in accordance with Section 9.02 of 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 Assumption Supplemental Indenture (as defined in, and in accordance with the terms of, the Indenture) shall become a Grantor hereunder, with all rights and obligations attendant thereto, with no further action by any other Party required.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (RenPac Holdings Inc.)
Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions No failure or delay of the Collateral Administrative Agent or any Lender in exercising any power or right hereunder (hereinshall 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. Subject to Section 5.03, the “Collateral Agent’s Rights rights and Remedies”) shall be remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which it they 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 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 provision 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 any Grantor the Company in any case shall entitle such Grantor or any other Grantor 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 a written an agreement or agreements in writing entered into between by the Collateral Borrower, the Administrative Agent and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors extend the maturity 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, or amend or modify Section 10.16, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the availability of the Commitments or decrease or extend the date for payment of the duration fees, ticking fees or funding fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 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 Lender or (iv) change the requirement that disbursements made by any Lender be made ratably with respect to whom 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 the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification is to apply, subject to authorized by this Section 10.07 and any consent required in accordance with by any Lender pursuant to this Section 9.02 10.07 shall bind any assignee of its rights and interests hereunder. Notwithstanding any of the Credit Agreementforegoing, 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, 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.
Appears in 1 contract
