Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender. (c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 5 contracts
Samples: First Lien Credit Agreement (STR Holdings LLC), First Lien Credit Agreement (STR Holdings LLC), First Lien Credit Agreement (STR Holdings (New) LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Parent in any case shall entitle the Borrower or Holdings Parent to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Parent 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 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 all or substantially all of the value of the Guarantees Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 4 contracts
Samples: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the 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 pursuant to Section 2.11 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) 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 payments due to Lenders holding Term Loans or Revolving Loans (as used in this Section, each a "Class" of one Class Loans) differently from the rights in respect of payments due to Lenders holding Loans of any the other Class of Loans without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans and unused Commitments (or, if no Revolving Loans are outstanding, the Revolving Commitments) of each the adversely affected ClassClass of Loans, or (v) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents any provision of this Agreement may be made with amended by an agreement in writing entered into by the consent of Borrower, Holdings, the Borrower Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent, Issuing Bank or the Swingline Lender) if (i) by the terms of such agreement the Commitments of each Lender not consenting to the extent necessary amendment shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to integrate any Incremental Term Commitments it or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableaccrued for its account under this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Amis Holdings Inc), Credit Agreement (Amis Holdings Inc), Credit Agreement (Amis Holdings Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral AgentTrustee, any Lender or the Issuing Bank or any Lender in exercising any right or 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, the Collateral AgentTrustee, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Parent or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Parent or Holdings any other Loan Party in any case shall entitle the Borrower or Holdings such person 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 or Event of Default, regardless of whether the Administrative Agent, the Collateral Trustee, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(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, 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerParent and the Required Lenders (except that any waiver, Holdings amendment or modification of the Financial Covenants or of any defined term (or component defined term) used therein (but only to the extent as used therein) (or any Default or Event of Default or exercise of remedies by the Required Revolving Facility Lenders in respect or as a result thereof) shall require the Required Revolving Facility Lenders voting as a single Class, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any reimbursement obligation with respect to any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected therebythereby (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 (x) 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) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with respect to any L/C Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of Parent to pay interest or Fees at the applicable default rate set forth in Section 2.13(c);
(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or extend the date for payment of any other Fees of any Lender without the prior written consent of such LenderLender (which, notwithstanding the foregoing, with respect to any such extension or decrease, 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) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all of the value of the Guarantees interest (other than interest payable at the applicable default rate of interest set forth in connection with the sale of such Guarantor in a transaction permitted by Section 6.052.13(c)) on any Loan or all any L/C Disbursement or substantially all of the Collateralany Fees is due, without the prior written consent of each LenderLender 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);
(iv) change amend the provisions of any Loan Document Section 2.18(c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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) modify the protections afforded to an SPC pursuant to the provisions of required thereby or Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” 7.03 without the prior written consent of each Lender adversely affected thereby;
(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Required Revolving Facility 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 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 Loans and Commitments and Revolving Credit Commitments are included on the date hereofClosing Date);
(vi) except as provided in Section 9.18, release all or substantially all of the Collateral or all or substantially all of the Guarantors from their respective Guarantees 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 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);
(viii) effect any waiver of the provisions of Section 4.02 with respect to the funding of Revolving Facility Loans pursuant to Section 2.01(d) without the prior consent of the Required Revolving Facility Lenders; provided further or
(ix) subordinate the Obligations hereunder, or the Liens securing the Obligations, to any other Indebtedness or Liens, other than Indebtedness or Liens in respect of which such subordination is permitted hereunder, without the prior written consent of each Lender affected thereby; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Trustee or the Issuing Bank or the Swingline Lender Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Trustee or each Issuing Bank affected thereby, as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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.
(c) . Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents 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 made affected with the consent of the Borrower 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 Administrative Agent 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 extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableconsent of such Defaulting Lender.
Appears in 3 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender in exercising any right or 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, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower or Holdings any other Loan Party in any case shall entitle the Borrower or Holdings such person 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 or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(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, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerParent, Holdings each Borrower and the Required Lenders (except that any waiver, amendment or modification of Section 6.12 or of any defined term (or component defined term) but only to the extent as used therein (or any Default or Event of Default or exercise of remedies by the Required Revolving Facility Lenders in respect or as a result thereof) or of the definition of Required Revolving Facility Lenders shall require the Required Revolving Facility Lenders voting as a single Class, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any reimbursement obligation with respect to any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected therebythereby (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 (x) 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) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with respect to any L/C Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest or Fees at the applicable default rate set forth in Section 2.13(c);
(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or extend the date for payment of any other Fees of any Lender without the prior written consent of such LenderLender (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) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all of the value of the Guarantees interest (other than interest payable at the applicable default rate of interest set forth in connection with the sale of such Guarantor in a transaction permitted by Section 6.052.13(c)) on any Loan or all any L/C Disbursement or substantially all of the Collateralany Fees is due, without the prior written consent of each LenderLender 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);
(iv) change amend the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(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 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 Loans and Commitments and Revolving Credit Commitments are included on the date hereofClosing Date);
(vi) except as provided in Section 9.18 release all or substantially all of the Collateral or the Parent from its Guarantee or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees 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 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 provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swingline Lender or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Swingline Lender or such Issuing Bank Bank, 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 Swingline 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 the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification, supplement 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 or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, 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, the Parent and each Borrower (i) 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 (ii) 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, and for purposes of the relevant provisions of Section 2.18(b).
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Parent, each Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Other Term Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Other Revolving Loans as a separate Class or tranche from the existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Facility Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately or (B) to cure any ambiguity, omission, error, 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) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent and the Borrowers to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially Alternate Currency (other than any Alternate Currency permitted as of the same basis as the Term Loans or Revolving Credit Commitments, as applicableClosing Date).
Appears in 3 contracts
Samples: Incremental Assumption Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 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 Section, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) change the rights of Lenders holding Tranche B Term Loans to reject prepayments under Section 2.13(h) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans, (vi) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vivii) reduce the percentage contained in the definition of the term “"Required Lenders” " without the prior written consent of each Lender 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 Term Loan Commitments and Revolving Credit Commitments are included on the date hereof); provided further PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 3 contracts
Samples: Credit Agreement (Koll Donald M), Credit Agreement (Cb Richard Ellis Services Inc), Credit Agreement (Cb Richard Ellis Services Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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 all or substantially all of the value of the Guarantees any Subsidiary Guarantor (other than in connection with the sale of such Guarantor Asset Sales permitted under Section 6.05 or as otherwise specified in a transaction permitted by Section 6.05this Agreement or any Security Document) 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 3 contracts
Samples: Credit Agreement (Deltek, Inc), Credit Agreement (Deltek, Inc), Credit Agreement (Deltek, Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender in exercising any right or 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, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings any other Loan Party in any case shall entitle the Borrower or Holdings such person 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 or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(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, 2.22, 2.23 or 9.22, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrower and the Required Lenders (except that any waiver, Holdings amendment or modification of Section 6.12 or of any defined term (or component defined term) but only to the extent as used therein (or any Default or Event of Default or exercise of remedies by the Required Financial Covenant Lenders in respect or as a result thereof) or of the definition of Required Revolving Facility Lenders or Required Financial Covenant Lenders shall require the Required Revolving Facility Lenders or Required Financial Covenant Lenders, respectively, voting as a single Class, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any reimbursement obligation with respect to any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected therebythereby (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 (x) 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) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with respect to any L/C Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrower to pay interest or Fees at the applicable default rate set forth in Section 2.13(c);
(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or extend the date for payment of any other Fees of any Lender without the prior written consent of such LenderLender (which, notwithstanding the foregoing, with respect to any such extension or decrease, 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) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all of the value of the Guarantees interest (other than interest payable at the applicable default rate of interest set forth in connection with the sale of such Guarantor in a transaction permitted by Section 6.052.13(c)) on any Loan or all any L/C Disbursement or substantially all of the Collateralany Fees is due, without the prior written consent of each LenderLender 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);
(iv) change amend the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(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 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 Loans and Commitments and Revolving Credit Commitments are included on the date hereofClosing Date);
(vi) except as provided in Section 9.18 or Section 9.22 release all or substantially all of the Collateral or all or substantially all of the Guarantors from their respective Guarantees 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 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 provided, further, that (a) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank Swingline Lenders or the Swingline Lender Issuing Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the each Swingline Lender or each Issuing Bank affected thereby, as applicable and (b) Schedule 1.01(B), Schedule 2.05(a), Schedule 3.08(a), Schedule 3.08(b), Schedule 3.20, Schedule 3.21, and Schedule 5.13 may be updated with the consent of the Borrower and the Administrative Agent (not to be unreasonably withheld) following the Effective Date and prior to the Closing Date to reflect circumstances existing on the Closing Date. 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 Swingline 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 the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification, supplement 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 or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, 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, the Borrower (i) 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 (ii) 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, and for purposes of the relevant provisions of Section 2.18(b).
(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 Other Term Commitments Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Incremental Other Revolving Credit Commitments on substantially Loans as a separate Class or tranche from the same basis as the existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Credit CommitmentsFacility Loans, 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, error, 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.
Appears in 3 contracts
Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any Except as otherwise set forth in Sections 2.25. 2.26 and 2.27, no Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by the BorrowerBorrower and the Required Lenders or, Holdings and in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the consent of the Required Lenders; providedprovided that, howeverin addition to the approval of the Required Lenders, that no such agreement shall shall:
(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, thereof (other than default interest) or decrease the rate of interest on any Loan or L/C Disbursement, 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 any other fees of any Lender without the prior written consent of such Lender, ,
(iii) amend or modify (x) the pro rata requirements of Section 2.17, 2.17 without the prior written consent of each Lender adversely affected thereby or (y) the provisions of Section 9.04(j9.04(a) relating to an assignment or other transfer by the provisions Borrower or any other Loan Party of this Section any of its rights or obligations hereunder or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.056.06) 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 of, and payments due to to, Lenders holding Loans or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments 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 such adversely affected Class, ,
(v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i9.04(f) without the written consent of such SPC or SPV;
(vi) reduce the percentage contained in the definition definitions of the term terms “Required Lenders” and “Required Revolving Credit Lenders” or the provisions of this Section 9.07 or any other provision of this Agreement or any other Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or otherwise modify any rights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender (or each Lender of such Class, as applicable) (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereofClosing Date); or
(vii) waive any condition set forth in Section 4.01 as to any Credit Event under the Revolving Credit Commitments without the consent of the Required Revolving Credit Lenders (it being understood and agreed that any amendment or waiver of, or consent with respect to, any other provision of this Agreement or any other Loan Document, including an amendment of a covenant set forth herein or any waiver of a Default or Event of Default, shall not be deemed to be a waiver of a condition set forth in Section 4.01; provided that any such amendment or waiver of any other provision in this Agreement or any other Loan Document made in contemplation of a Credit Event under the Revolving Credit Commitments shall be deemed be a waiver of the conditions of Section 4.01 with respect thereto); provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank Bank, respectively, (B) only the written consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the Swingline Lender.
terms and provisions of Sections 4.01(d), 6.12 and 7.01 (cand related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no amendment or waiver of any of the foregoing in this clause (B) may be made without the written consent of the Required Revolving Credit Lenders. Notwithstanding any of the foregoing, technical and conforming modifications any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower, the Administrative Agent and, if applicable, the Collateral Agent, to (1) cure any ambiguity, omission, mistake, defect or inconsistency or (2) make any change that would provide an additional right or benefit to the Loan Documents may be made with Lenders or any Issuing Bank (and which is not adverse to any Lender or any Issuing Bank), so long as, in each case, the consent of the Borrower 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 following the date of such notice to the extent necessary Lenders, written notice from (x) the Required Lenders stating that the Required Lenders object to integrate such amendment or (y) if affected by such amendment, any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableIssuing Bank stating that it objects to such amendment.
Appears in 3 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower or Holdings in any case shall entitle the any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 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 9.08, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments are included on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the a Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the such Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 3 contracts
Samples: Credit Agreement (Cb Richard Ellis Group Inc), Credit Agreement (Cb Richard Ellis Group Inc), Credit Agreement (Cb Richard Ellis Group Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Finance 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, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Finance Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Finance Document or consent to any departure by the Borrower or any other Loan Party Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Parent and the Required 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 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 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 2.01 or 2.17, the provisions of Section 9.04(j9.04(k) or the provisions of this Section or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale sale, transfer or other disposal of such Guarantor in a transaction permitted by Section 6.056.08) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Finance 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i9.04(j) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Majority Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Majority Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Majority Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Agent or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Finance Document without the prior written consent of the Administrative Agent, the Collateral AgentAgent or such Issuing Bank, as the Issuing Bank or the Swingline Lendercase may be and (B) Loan Modification Offers may be made as set forth in Section 9.18.
(c) Notwithstanding anything herein to the foregoingcontrary, in connection with the incurrence of Referenced Financial Indebtedness, the Borrower, the Administrative Agent and the Collateral Agent shall enter into (i) new Security Documents, or amendments to existing Security Documents, such that the guarantees, collateral or other Security with respect to such Referenced Financial Indebtedness is no more favorable to the lenders in respect thereof than the guarantees, collateral or other Security under this Agreement and (ii) an amendment to the Intercreditor Agreement in order to include the technical and conforming modifications legal amendments to allow such sharing of the Loan Documents may be made with guarantees, collateral or other Security on a pari passu basis, and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to enter into such amendments without any further consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableLenders.
Appears in 2 contracts
Samples: Credit Agreement (CGG), Amendment and Restatement Agreement (CGG)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower or Holdings in any case shall entitle the any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement 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 BorrowerBorrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 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(j9.04(k) or the provisions of this Section 9.08 or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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 the adversely affected ClassClass (or, if more than one Class is substantially similarly adversely affected, all such substantially similarly adversely affected Classes, voting as a single class), (v) modify the definition of “Alternative Currency” without the prior written consent of all Multicurrency Lenders, (vi) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i9.04(j) without the written consent of such SPC or SPC, (vivii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments are included on the date hereof), or (viii) 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 no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the a Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the such Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cbre Group, Inc.), Credit Agreement (Cb Richard Ellis Group Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Intermediate Holdings in any case shall entitle the Borrower or Intermediate Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any No Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by Intermediate Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the Borrower, Holdings and parties thereto with the consent of the Required Lenders; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or 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, thereof or decrease the rate of interest on any Loan or L/C Disbursement, 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 any premiums payable pursuant to Section 2.12(d)) 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 9.08 or release all or substantially all of the value of the Guarantees (other than in connection with or the sale Guarantors comprising all or substantially all of such Guarantor in a transaction permitted by Section 6.05) the value of the Guarantees, or all or substantially all of the Collateral, in each case 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 or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments 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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV, or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereofClosing Date); provided that any such agreement to (x) change the provisions of Section 6.13 or the definitions of terms (or component terms thereof) to the extent used in Section 6.13 or (y) waive or consent to any Default or Event of Default resulting from a breach of Section 6.13, shall require the written consent of Revolving Credit Lenders holding a majority of the Revolving Credit Commitments and shall not require the consent of any Lenders other than Revolving Credit Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents this Agreement may be made amended with the written consent of the Administrative Agent, the Borrower and the Administrative Agent Lenders providing the relevant Replacement Term Loans (as defined below) to permit the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the refinancing of all outstanding Term Loans or Revolving Credit Commitments, as applicable.Other Term Loans
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Advanced Disposal Services Glacier Ridge Landfill, LLC), Senior Secured Credit Agreement (Trestle Transport, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders and Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph Section 10.08(b) or (bc) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders (except as provided to the contrary under Section 2.19, Section 2.20 or Section 2.21, clause (b)(i), clause (b)(ii), clause (b)(iv), clause (b)(viii) or clause (b)(ix) below, clause (b)(w) or clause (b)(z) below, or clause (c), clause (d) or clause (e) below, which, in each case, shall only require the consent of the Lenders or the Administrative Agent, as applicable, as expressly set forth therein and not Required Lenders) (provided that amendments to the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement shall require the agreement of the Loan Parties (or any of them) only to the extent required pursuant to the terms thereof); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 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 all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.shall:
Appears in 2 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, the Lead Arranger or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Lead Arranger and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.23, 2.24 and 2.25, neither this Agreement nor any provision hereof nor any other Loan Document or any provision thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers, Holdings and the Required Lenders or in the case of the other Loan Parties, pursuant to an agreement in writing entered into by the applicable Loan Party and the Administrative Agent or the Collateral Agent, as applicable, with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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(other than with respect to waivers of the terms of Section 2.07), 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 decrease the amount of, or shorten the period applicable to, any prepayment premium of any Lender without the prior written consent of such LenderLender (it being understood that no amendment, modification, termination, waiver or consent of a condition precedent, covenant or Default shall constitute an increase of Commitment), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.17 or the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with Subsidiary Guarantors from the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantee Agreement or all or substantially all of the Collateral, without the prior written consent of each Lender, unless otherwise explicitly permitted under this Agreement, (iv) change the provisions of application of prepayments in 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 disproportionately 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or SPC, (vi) reduce impose any additional material restrictions on the right of any Lender to assign its Loans or Commitments hereunder without the prior written consent of such Lender (except as required by law or regulation), (vii) modify the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lenderas applicable.
(c) Notwithstanding The Administrative Agent and the foregoingBorrowers may amend, technical and conforming modifications modify or supplement any Loan Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Loan Documents may be made with Administrative Agent); provided that no such amendment, modification or supplement shall adversely affect the consent rights of any Lender (or the Borrower Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall have received, within five (5) Business Days of the date of such notice to the extent necessary Lenders, a written notice from the Required Lenders stating that the Required Lenders object to integrate any Incremental Term Commitments such amendment, modification or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesupplement.
Appears in 2 contracts
Samples: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower or Holdings in any case shall entitle Holdings or the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower, Holdings 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 (subject to the last sentence of Article VII) 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 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 the percentage set forth in the definition of the term “Required Lenders,” or release any Guarantor (other than in accordance with the terms of the Guarantee and Collateral Agreement), without the prior written consent of each Lender adversely affected thereby, (iv) amend or modify the percentage set forth in the definition of the term “Majority Facility Lenders” without the prior written consent of each Lender adversely affected thereby, (v) release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, Collateral without the prior written consent of each Lender, (ivvi) 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, Class or (vvii) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (True Temper Sports PRC Holdings Inc), Credit Agreement (True Temper Sports Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 9.08 or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral AgentAgent or the Issuing Bank. Notwithstanding the foregoing, with the consent of Holdings, the Issuing Bank Borrower and the Required Lenders, this Agreement (including Section 2.17) may be amended (i) to allow the Borrower to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent and (ii) to allow the Borrower to make loan modification offers to all the Lenders of one or more Classes that, if accepted, would (A) allow the Swingline Lendermaturity and scheduled amortization of the Loans of the accepting Lenders to be extended, (B) increase the Applicable Margins or Fees payable with respect to the Loans and Commitments of the accepting Lenders and (C) treat the modified Loans and Commitments of the accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with the contrary contained herein, such amendment shall become effective without any further consent of the Borrower and the Administrative Agent any other party to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Fairway Group Holdings Corp), Credit Agreement (Fairway Group Holdings Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 Section, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender 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 Term Loan Commitments and Revolving Credit Commitments are included on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 2 contracts
Samples: Credit Agreement (Cbre Holding Inc), Credit Agreement (Cb Richard Ellis Group Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Intermediate Holdings in any case shall entitle the Borrower or Intermediate Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any No Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by Intermediate Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the Borrower, Holdings and parties thereto with the consent of the Required Lenders; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or 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, thereof or decrease the rate of interest on any Loan or L/C Disbursement, 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 any premiums payable pursuant to Section 2.12(d)) 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 9.08 or release all or substantially all of the value of the Guarantees (other than in connection with or the sale Guarantors comprising all or substantially all of such Guarantor in a transaction permitted by Section 6.05) the value of the Guarantees, or all or substantially all of the Collateral, in each case 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 or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments 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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV, or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereofClosing Date); provided that any such agreement to (x) change the provisions of Section 6.13 or the definitions of terms (or component terms thereof) to the extent used in Section 6.13 or (y) waive or consent to any Default or Event of Default resulting from a breach of Section 6.13, shall require the written consent of Revolving Credit Lenders holding a majority of the Revolving Credit Commitments and shall not require the consent of any Lenders other than Revolving Credit Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents this Agreement may be made amended with the written consent of the Administrative Agent, the Borrower and the Administrative Agent Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans or Other Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans immediately prior to such refinancing, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to integrate provide for covenants and other terms applicable to any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially period after the same basis as latest final maturity of the Refinanced Term Loans or Revolving Credit Commitments, as applicablein effect immediately prior to such refinancing.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Disposal Services, Inc.), Credit Agreement (ADS Waste Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the an Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings in any case shall entitle the such Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Facility Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders", increase the total Commitments or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 payments due to Lenders holding allocation between Tranche A Term Loans of one Class differently from the rights of Lenders holding and Tranche B Term Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding a majority in interest of the aggregate outstanding principal amount of the Tranche A Term Loans and unused Commitments (B) Lenders holding a majority of each adversely affected Class, the aggregate outstanding principal amount of the Tranche B Term Loans or (v) modify the protections afforded to an SPC pursuant to the provisions of amend Section 9.04(i2.13(j) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent Lenders holding a majority of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination aggregate outstanding principal amount of the Required Lenders on substantially the same basis as the Tranche B Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank Bank, any A/C Fronting Lender or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank Bank, such A/C Fronting Lender or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: Amendment Agreement (Terex Corp), Credit Agreement (Terex Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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) without the prior written consent of any Lender directly and adversely affected thereby or the provisions of this Section or release any all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Subsidiary Guarantors 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 express 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 the differently adversely affected Class, (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i9.03(i) without the written consent of such SPC SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise expressly and adversely affect the rights or duties of the Administrative Agent, the Collateral Agent, the or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Agent or such Issuing Bank or the Swingline LenderBank.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with the contrary contained herein, such amendment shall become effective without any further consent of the Borrower and the Administrative Agent any other party to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Co-Collateral Agent, the Collateral Floorplan Funding Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the each Co-Collateral Agent, the Floorplan Funding Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Administrative Agent, any Co-Collateral Agent, the Floorplan Funding Agent or the Majority Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall shall:
(i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C LC Disbursement, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C LC Disbursement, without the prior written consent of each Lender (including any such Lender that is a Defaulting Lender) directly and adversely affected therebythereby (it being understood that any change to the component definitions of Excess Cash Availability affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders);
(ii) increase or extend the Commitment (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.25) or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (including any such Lender that is a Defaulting Lender, );
(iii) amend or modify the pro rata requirements provisions of Section 2.172.17(b), the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors or all or substantially all of the CollateralCollateral (except as permitted under Section 6.04 and the Guarantee and Collateral Agreement), 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” or the term “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 Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section 9.08 may be amended to reflect such extension of credit);
(v) without the prior written consent of the Floorplan Funding Agent, (A) amend or modify any provision of Section 2.26, (B) amend or modify the definition of “Availability” to the extent applicable to Section 2.26 or (C) amend or modify any of the following defined terms: “Floorplan Approval”, “Floorplan Approved Invoice”, “Floorplan Approved Vendor”, “Floorplan Collateral Account”, “Floorplan Collateral Block”, “Floorplan Collateral Block Fee”, “Floorplan Due Date”, “Floorplan Facility”, “Floorplan Funding Agent”, “Floorplan In-Transit Open Approvals Block”, “Floorplan Loan”, “Floorplan Loan Exposure”, “Floorplan Loan Payment”, “Floorplan Loan Payment Obligations”, “Floorplan Open Approval”, “Floorplan Required Payment”, “Floorplan Subfacility Limit”, or “Floorplan Vendor Credits’);
(vi) change Section 2.27 without the consent of each Lender and the Floorplan Funding Agent (to the extent the Floorplan Funding Agent is affected by such change); provided further or
(vii) increase the advance rates set forth in the definition of the Borrowing Base or amend the definitions of Eligible Accounts, Eligible Inventory, Borrowing Base or Reserves which has the effect of increasing Availability without the written consent of the Supermajority Lenders and the Majority Agents; or
(viii) amend or modify the definition of “Majority Agents” or the rights and duties of the Majority Agents without the consent of the Administrative Agent and each Co-Collateral Agent; ; provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the any Co-Collateral Agent, the Floorplan Funding Agent, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the such Co-Collateral Agent, the Floorplan Funding Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (y) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding [Intentionally omitted.]
(d) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the foregoingspecific instance and for the specific purpose for which given, technical and conforming modifications such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Documents may be made Parties, the Lenders, the Administrative Agent and all future holders of the Loans and Commitments.
(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender,” “each Lender affected thereby,” or “Supermajority Lenders,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the extent Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.14 and 2.20, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to integrate effectuate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially assignment of such Lender’s interests hereunder in respect of the same basis as the Term Loans or Revolving Credit Commitments, as applicablecircumstances contemplated by this Section 9.08(e).
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (CDW Finance Corp), Revolving Loan Credit Agreement (CDW Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required LendersLenders (except as provided in Section 2.24); 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 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 Section, the definition of the term “Required Lenders” or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoingforegoing and except as provided in Section 9.17, technical if the Borrower shall request the release of any Collateral to be sold as part of any Asset Sale permitted under Section 6.05 and conforming modifications shall deliver to the Loan Documents may be made Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement, the Collateral Agent, if satisfied that the applicable certificate is correct, shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablerelease of such Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Amendment Agreement (Buffets Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Finance 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, the Issuing Bank and the Lenders hereunder and under the other Loan Finance Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Finance Document or consent to any departure by the Borrower or any other Loan Party Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Parent and the Required 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 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 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 all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale sale, transfer or other disposal of such Guarantor in a transaction permitted by Section 6.056.08) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Finance 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Majority Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Majority Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Majority Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit 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, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Finance Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 2 contracts
Samples: Credit Agreement (CGG Veritas), Credit Agreement (CGG Veritas)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the each Issuing Bank and the Lenders each Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise havehave under applicable law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.26, clauses (b)(i) through (vii) below and clauses (c), (d), (e) and (f) below, and except for those actions expressly permitted to be taken by the Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive the final scheduled maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive 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 and adversely affected therebythereby (it being understood that any change to the component definitions used in the definition of Adjusted Consolidated First Lien Leverage Ratio and affecting the determination of interest and any waiver of default interest shall only require the consent of the Borrower and the Required Lenders), (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 directly and adversely affected thereby (it being understood that any change to the component definitions used in the definition of Adjusted Consolidated First Lien Leverage Ratio and affecting the determination of any Fee shall only require the consent of the Borrower and the Required Lenders and waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments (or any Commitment) or of a mandatory prepayment of any Loans shall not constitute an increase of the Commitments of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.18, the provisions of Section 2.19, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors or all or substantially all of the CollateralCollateral (except as permitted by Section 9.17(a) or the Guarantee and Collateral Agreement), 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” ”, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofEffective Date and this Section 9.08 may be amended to reflect such extension of credit), (v) (x) amend or otherwise modify Section 6.10 (or, solely for the purposes of determining compliance with Section 6.10, the definition of “Adjusted Consolidated First Lien Leverage Ratio” or any component definition thereof), (y) waive or consent to any Default or Event of Default resulting from a breach of Section 6.10 or (z) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article VIII as a result of a breach of Section 6.10; provided further provided, however, that no such agreement the amendments, modifications, waivers and consents described in this clause (v) shall not require the consent of any Lenders other than the Required Revolving Lenders, (vi) amend, modify or otherwise affect the rights or duties of the Administrative Agent, Agent or the Collateral Agent, the any Issuing Bank or the any Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank or such Swingline Lender, as the Swingline case may be or (vii) amend, waive or otherwise modify Section 9.04(i) without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, any amendment, modification, waiver or other action 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) no amendment, waiver or consent relating to clauses (b)(i) or (b)(ii) may be effected and the principal amount of any Loan of any Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, modification, waiver or other action that by its terms adversely affects any Defaulting Lender in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such Defaulting Lender or than it is to, other affected Lenders shall require the consent of such Defaulting Lender.
(c) Notwithstanding the foregoing, technical in addition to any credit extensions and conforming modifications related Incremental Amendments or Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.26 or Section 2.28, as applicable, this Agreement (including this Section 9.08 and Section 2.18) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the relevant Term Loans and relevant Revolving Loans and the accrued interest and Fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities.
(d) Notwithstanding the foregoing, any amendment, modification or waiver of, or consent with respect to Section 2.13(f) relating to the application of any mandatory prepayment that results in a Class of Term Lenders being allocated a lesser repayment than such Class would otherwise have been entitled to in the absence of such amendment, modification or waiver, shall require the consent of the Required Term Lenders for such affected Class (except in the case where additional extensions of terms loans are being afforded substantially the same treatment afforded to the relevant Term Loans pursuant to this Agreement on the Effective Date).
(e) In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be made amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Administrative Agent Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or a portion of the outstanding Term Loans of a given Class (any such Term Loans, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder which shall be Loans of a new Class hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Percentage for such Replacement Term Loans shall not be higher than the Applicable Percentage for such Refinanced Term Loans and the Replacement Term Loans may have optional prepayment and redemption terms as the Borrower and the lenders providing such Replacement Term Loans may agree; it being understood that Replacement Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary or mandatory repayment or prepayment of Term Loans, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing, (iv) the borrower of such Replacement Term Loans shall be the Borrower or the same as the borrower of such Refinanced Term Loans and (v) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to integrate provide for covenants and other terms applicable to any Incremental period after the Latest Maturity Date in effect immediately prior to such refinancing; provided, further, that in respect of this clause (e), any Non-Debt Fund Affiliate and Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide any Replacement Term Commitments Loans, it being understood that in connection with such Replacement Term Loans, the relevant Non-Debt Fund Affiliate or Incremental Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such Persons under Section 9.04 as if such Replacement Term Loans were Term Loans.
(f) Further, notwithstanding anything to the contrary contained in this Section 9.08, if following the Effective Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, 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 Loan Documents if the same is not objected to in writing by the Required Lenders within two Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).
(g) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments.
(h) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any necessary amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish the Initial Term Loans pursuant to the Existing Term Loan Conversion and the Initial Revolving Credit Commitments on substantially (and Revolving Loans and participation in Letters of Credit relating thereto) pursuant to the same basis Existing Multicurrency Revolving Conversion and the Existing US Revolving Conversion, respectively and such other technical amendments as may be necessary or appropriate in the Term Loans or Revolving Credit Commitmentsreasonable opinion of the Administrative Agent and the Borrower required in connection therewith and/or to give effect to and/or facilitate the transactions contemplated hereby and the performance of the Borrower’s obligations as a standalone company giving due regard, as where applicable, to the timing of the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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 (l) or the provisions of this Section 9.08 or release all or substantially all of the value of the Guarantees any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV or (vi) reduce the percentage contained in amend or modify the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further provided, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank Bank; provided, further that no such agreement shall change (x) Section 2.18 in a manner that would alter the pro rata sharing of payments required thereby or (y) the Swingline Lenderdefinition of “Class” without the written consent of each Lender directly and adversely affected thereby.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or to make modifications contemplated by Section 2.23 or 2.25. Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with the contrary contained herein, such amendment shall become effective without any further consent of the Borrower and the Administrative Agent any other party to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch Loan Document.
Appears in 2 contracts
Samples: Incremental Loan Assumption Agreement (AAC Holdings, Inc.), Credit Agreement (AAC Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 Section, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) change the rights of Lenders holding Tranche B Term Loans to reject prepayments under Section 2.13(h) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans, (vi) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vivii) reduce the percentage contained in the definition of the term “"Required Lenders” " without the prior written consent of each Lender 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 Term Loan Commitments and Revolving Credit Commitments are included on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 2 contracts
Samples: Credit Agreement (Fs Equity Partners Iii Lp), Credit Agreement (Blum Capital Partners Lp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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 2.172.16, the provisions of Section 9.04(j9.03(i) or the provisions of this Section 9.07 or release all or substantially all of the value of the Guarantees any Subsidiary Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05Subsidiary Guarantor) 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i9.03(h) without the written consent of such SPC or SPC, (viv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof), (vi) if any Lender shall hold 50% or more of the aggregate Total Credit Exposures of all Lenders, amend or modify Section 6.09 without the prior written consent of such Lender and one additional Lender or (vii) if any Lender shall hold 50% or more of the aggregate Total Credit Exposures of all Lenders, amend or modify Section 4.02 of the Collateral Agreement without the prior written consent of such Lender and one additional Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding The Administrative Agent and the foregoingBorrower may amend any Loan Document to correct administrative or manifest errors or omissions, technical and conforming modifications or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been delivered to the Loan Documents may be made with Lenders or otherwise posted for their attention on the consent of Platform, and then only if the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableRequired Lenders have not objected in writing thereto within such five Business Day period.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Reliant Software, Inc.), Revolving Credit Agreement (Community Choice Financial Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the an Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings in any case shall entitle the such Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as expressly provided by Section 2.27 or in the other paragraphs of this Section 9.08, 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 Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount 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 2.17, the provisions of Section 9.04(j) or 9.04(i), the provisions of this Section 9.08, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i9.04(j) without the written consent of such SPC SPC, or (vi) reduce the percentage contained in the definition of the term “Required Lenders” ”, or impose additional material restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank Bank, any A/C Fronting Lender or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank Bank, such A/C Fronting Lender or the Swingline Lender, as applicable. Notwithstanding the foregoing, with the consent of the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended to allow the Borrowers to make loan modification offers to all the Lenders of one or more Classes of Loans that, if accepted, would (A) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended, (B) change the Applicable Percentages and/or Fees payable with respect to the Loans and Commitments of the accepting Lenders and (C) treat the modified Loans and Commitments of the accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement.
(c) Notwithstanding The Administrative Agent and the foregoingBorrowers may amend any Loan Document to correct administrative or manifest errors or omissions, technical and conforming modifications or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Loan Documents may be made with Lenders, and then only if the consent of Required Lenders have not objected in writing thereto within such five Business Day period.
(d) Notwithstanding any other provision contained in this Section 9.08 or elsewhere in this Agreement, (i) the Borrower Borrowers and the Administrative Agent agree to execute all such amendments to this Agreement as shall be requested in accordance with the provisions of the Fee Letter to give effect to the extent necessary exercise of rights granted to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis Lead Arrangers under the Fee Letter, including the right to cause additional institutions to become Lenders hereunder with such titles as the Term Loans Lead Arrangers may designate and to effect such changes to the terms of this Agreement as the Lead Arrangers shall have the right to implement under the terms of the Fee Letter, and (ii) each Lender agrees that any amendment referred to in the preceding clause (i) that shall not adversely affect the rights or Revolving Credit Commitments, as applicablebenefits to which the Lenders are entitled hereunder shall be effective if executed by the Borrowers and the Administrative Agent without the consent of any other person. The Administrative Agent shall promptly make available to each Lender a copy of each amendment entered into under this paragraph.
Appears in 2 contracts
Samples: Credit Agreement (Terex Corp), Credit Agreement (Terex Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Citadel in any case shall entitle the Borrower or Holdings Citadel to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Citadel 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 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) Lender or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Agent or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Agent or such Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Citadel Communications Corp), Credit Agreement (Citadel Communications Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agentany Lender, any Lender Swing Line Bank or the Issuing any Fronting Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral AgentLenders, the Issuing Bank Swing Line Banks and the Lenders Fronting Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease change the principal amount of, or extend or advance the maturity of or any scheduled principal payment date or date for the scheduled payment of any principal of or interest on on, any Loan Loan, or extend the stated maturity of any Letter of Credit beyond the date for reimbursement of an L/C Disbursement, that is five Business Days prior to the Termination Date or waive or excuse any such scheduled payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend change the Commitment or decrease or extend the any date for the payment of any the Facility Fees, Utilization Fees or L/C Participation Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.14, the provisions of this Section 9.08 or release all the definition of “Termination Date” or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, “Required Lenders,” 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing any Swing Line Bank or any Fronting Bank, as the Swingline Lender case may be, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Swing Line Bank or the Swingline Lender.
(c) Notwithstanding the foregoingFronting Bank, 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans case may be. Each Lender shall be bound by any waiver, amendment or Revolving Credit Commitmentsmodification authorized by this Section 9.08, as applicableand any consent by any Lender pursuant to this Section 9.08 shall bind any person subsequently acquiring a Loan from it.
Appears in 2 contracts
Samples: Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co), Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances, except as expressly provided in this Agreement or any other Loan Document.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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, or waive or excuse the payment of (or extend the date for payment of) any prepayment fee, or reduce the amount thereof, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any Fees of to 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 Section, or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Atp Oil & Gas Corp), Third Amended and Restated Credit Agreement (Atp Oil & Gas Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any No Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by the BorrowerBorrower and the Required Lenders or, Holdings and in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 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 Subsidiary Guarantors which represent all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guaranty Obligations 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Global Geophysical Services Inc), First Lien Credit Agreement (Global Geophysical Services Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral AgentAgents, any Fronting Bank or any Lender or the Issuing Bank in exercising any right or 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 AgentAgents, the Collateral Agent, the Issuing each Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or Holdings 116 any Guarantor in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be changed, waived, amended discharged or modified except pursuant to an agreement terminated unless such change, waiver, discharge or agreements termination is in writing entered into signed by the Borrower, Holdings respective Loan Parties party thereto and the Required Lenders; provided, however, provided that no such agreement shall change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) decrease extend the principal amount of, final scheduled maturity of any Loan or Note (including by way of an amendment or waiver of the proviso contained in the definition of "Term Loan Maturity Date") or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or any scheduled principal payment date reduce the rate or date for extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest on rates and (y) that any Loan amendment or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest on any Loan for purposes of this clause (i)), or L/C Disbursement, without reduce the prior written consent of each Lender directly adversely affected therebyprincipal amount thereof (except to the extent repaid in cash), (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 all or substantially all of the value Collateral (except as expressly provided in the Loan Documents) under all the Security Documents, (iii) amend, modify or waive any provision of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by this Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender9.08, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained specified in the definition of the term “Required Lenders” without the prior written consent of each Lender Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (v) without the consent of the Swingline Lender or, in the case of Letters of Credit, the respective Fronting Bank, amend, modify or waive any provision of Section 2.01(c) or 2.20, respectively, or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Article VIII as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.11 or 2.12 (excluding Section 2.11(a)) (although (x) the Required Lenders may waive, in 117 whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Closing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Sections 2.11 and 2.12 (excluding Section 2.11(a)) and any section providing scheduled installments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend any Term Loan Installment Date or the installment otherwise due on such date applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments and Revolving Credit Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amendthat, modify or otherwise affect with the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgents and the Borrower, (i) amendments may be made to the Collateral AgentLoan Documents to effect technical or administrative changes required as a result of the IPO Reorganization and (ii) amendments may be made to the Loan Documents to the extent deemed necessary or desirable by the Agents (x) to secure, on an equal and ratable basis with the Issuing Bank Obligations of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents, any Indebtedness incurred by the Borrower and any other Loan Party pursuant to clause (ii) of the definition of New Senior Notes Refinancing, (y) to evidence or give effect to the Tranche II Term Loan Refinancing and the security interests contemplated thereby (including, without limitation, modifications to the application of proceeds provisions contained in the Security Documents and the inclusion of appropriate class protections for the benefit of the holders of first-priority security interests and second-priority security interests); and provided further, without limiting the foregoing, each Lender agrees it will, if requested by the Agents, enter into additional amendments to the Loan Documents to the extent deemed reasonably necessary or desirable by the Agents in connection with the Tranche II Term Loan Refinancing or the Swingline New Senior Notes Refinancing, in each case, to the extent such additional amendments are reasonably satisfactory to such Lender.
(c) Notwithstanding the foregoing, technical (i) this Agreement may be amended (or amended and conforming modifications 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 extensions of credit under the Revolving Credit Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Supermajority Lenders and (ii) this Agreement may be made amended with the written consent of the Administrative Agent, the Borrower and the Administrative Agent Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche I Term Loans and/or Tranche II Term Loans ("Refinanced Term Loans") with a replacement term loan tranche hereunder ("Replacement Term Loans"), provided that (a) the aggregate principal amount of such Refinanced Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity 118 of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to integrate provide for covenants and other terms applicable to any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially period after the same basis as latest final maturity of the Term Loans or Revolving Credit Commitments, as applicablein effect immediately prior to such refinancing.
Appears in 2 contracts
Samples: Credit Agreement (Graham Packaging Holdings Co), Credit Agreement (Graham Packaging Holdings Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive 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 and adversely affected therebythereby (it being understood that any change to the component definitions of the Senior Secured Net Leverage Ratio affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of Holdings, the Borrower and the Required Lenders), (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, including, without limitation, amendments to Section 2.05(d) and the definition of Repricing Transaction (it being understood that any change to the component definitions of the Senior Secured Net Leverage Ratio affecting the determination of any Fee and the waiver of a Default, Event of Default or default fees shall only require the consent of the Borrower and the Required Lenders), (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors or all or substantially all of the CollateralCollateral (except as permitted under Sections 6.04, 6.05 or 9.18 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, or (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders”, “Required Class Lenders” or “Required Revolving Lenders” without the prior written consent of each Lender, each Lender of the affected Class or each Revolving Credit Lender, respectively (it being understood that with the consent of the Required Lenders, the Required Class Lenders or the Required Revolving Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders, Required Revolving Lenders or Required Class Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section may be amended to reflect such extension of credit); provided further provided, further, that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank or the Swingline Lender.
, as the case may be, (cx) Notwithstanding the foregoing, technical and conforming modifications no such agreement shall make any change to the Loan Documents documents that by its terms affects the rights of any Class of Lenders to receive payments in any manner different than any other Class of Lenders without the written consent of the Required Class Lenders of such Class; and (y) Section 9.04(i) may not be made with amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments time of such amendment, waiver or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableother modification.
Appears in 2 contracts
Samples: Credit Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or 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 an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that (x) the Borrower, Holdings and the Administrative Agent may enter into an amendment to effect the provisions of Section 2.24(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) and (y) no such agreement under this Section 9.08(b) 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 adversely 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 2.17, the provisions of Section 9.04(j) or ), the provisions of this Section Section, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPC, (vi) amend, modify or waive compliance by Holdings or the Borrower with the provisions of Section 6.11, 6.12 or 6.13 (or with the provisions of Section 4.01, as it relates to an Event of Default following a breach of the provisions of Section 6.11, 6.12 or 6.13) without the prior written consent of Revolving Lenders holding a majority in interest of the Revolving Credit Commitments or (vivii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Transdigm Inc), Credit Agreement (Marathon Power Technologies Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank 75 70 and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the Collateral, without the prior written consent of each Lender, Lender or (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 allocation between Tranche B Term Loans of one Class differently from the rights of Lenders holding and Tranche C Term Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding a majority in interest of the aggregate outstanding principal amount of the Tranche B Term Loans and unused Commitments of each adversely affected Class, (vB) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition Lenders holding a majority of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent aggregate outstanding principal amount 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 Tranche C Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Acl Capital Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 adversely affected thereby, (ii) increase or extend the Commitment or waive, 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 9.08 or release all or substantially all of the value of the Guarantees any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPC, or (vi) reduce the percentage contained in the definition of the term “"Required Lenders” " without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement and not contemplated herein may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) . Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents any provision of this Agreement or any Security Document may be made with amended by an agreement in writing entered into solely by the consent of the Borrower Borrower, any Subsidiary and the Administrative Agent or the Collateral Agent to the extent necessary to integrate any Incremental Term Commitments that the Administrative Agent or Incremental Revolving Credit Commitments on substantially the same basis Collateral Agent, as the Term Loans case may be, deems such amendment necessary or Revolving Credit Commitmentsadvisable in connection with the execution and delivery of any Foreign Pledge Agreement or the creation or perfection of any Lien on, as applicableor other rights with respect to, any Foreign Pledged Collateral; provided that no such amendment shall impair the rights or interests of any Lender.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrower, Holdings or Polo Holdings in any case shall entitle the Borrower Borrower, Holdings or Polo Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings, Polo Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 adversely affected thereby, (ii) increase or extend the any 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 all or substantially all of the value of the Guarantees (other than in connection with of the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors under the Guarantee and Collateral Agreement 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or SPC, (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 Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Revolving Credit Commitments Tranche A Funding Amounts on the date hereof)) or (vii) provide for the release of, or reduce the interest rate on, the Tranche A Credit-Linked Deposit of any Lender without the prior written consent of such Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank, the Tranche A Fronting Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank, the Tranche A Fronting Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the either Administrative Agent, the either Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral AgentAgents, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the either Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the either Borrower or Holdings in any case shall entitle the such Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as expressly provided by Section 2.24(b) or 2.25, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount 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 2.17, the provisions of Section 9.04(j) or ), the provisions of this Section Section, or release all any of Holdings, the U.S. Borrower, Sensus Metering Systems - North America Inc. or substantially all any other Guarantor that accounted for more than 10% of the value Consolidated EBITDA of Holdings and the Subsidiaries for the period of four fiscal quarters most recently ended on or prior to the date of determination, or that had consolidated assets representing more than 10% of the Guarantees total consolidated assets of Holdings and the Subsidiaries on the last day of the most recent fiscal quarter ended on or prior to the date of determination (in each case, other than in connection accordance with the sale terms of such Guarantor in a transaction permitted by Section 6.05the applicable Security Document) or all or substantially all of the U.S. Collateral or the European Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPC, or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the either Administrative Agent, the either Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the such Administrative Agent, the such Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , as applicable. Notwithstanding the foregoing, technical if the terms of any amendment to this Agreement provide that any Class of Loans will be repaid in full and conforming modifications the Commitments of such Class (if any) terminated as a condition to the Loan Documents may effectiveness of such amendment, then so long as the Loans and Commitments (if any) of such Class are in fact repaid and terminated upon the effectiveness of such amendment, such Loans and Commitments shall not be made with included in the consent determination of the Borrower and the Administrative Agent Required Lenders with respect to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch amendment.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 adversely affected thereby, (ii) decrease other than on a pro rata basis or increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the pursuant to a permitted sale or liquidation of such Guarantor in a transaction permitted by Section 6.05Subsidiary Guarantor) or all or substantially all any substantial part 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 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 or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (viv) reduce increase the percentage contained advance rates set forth in the definition of the term “Required Lenders” "Borrowing Base" in Section 1.01 or change the definition of the term "Eligible Billed Borrowing Base Receivables", "Eligible Unbilled Borrowing Base Receivables" or "Eligible Margin Stock Amount" without the prior written consent of each Lender (it being understood that with the consent of the Required Supermajority Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoing, technical if the Borrower shall request the release of any Collateral to be sold as part of any Asset Sale permitted under Section 6.05 and conforming modifications shall deliver to the Loan Documents may be made Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement, the Collateral Agent, if satisfied that the applicable certificate is correct, shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablerelease of such Collateral.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required LendersLenders (except as provided in Section 2.24); 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 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 Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the CollateralCollateral (except as provided in Section 9.17), 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoingforegoing and except as provided in Section 9.17, technical if the Borrower shall request the release of any Collateral to be sold as part of any Asset Sale permitted under Section 6.05 and conforming modifications shall deliver to the Loan Documents may be made Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement, the Collateral Agent, if satisfied that the applicable certificate is correct, shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablerelease of such Collateral.
Appears in 1 contract
Samples: Credit Agreement (Buffets Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 payments due to Lenders holding allocation between Tranche A Term Loans of one Class differently from the rights of Lenders holding and Tranche B Term Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding Tranche A Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans and (B) Lenders holding Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans, (v) decrease the principal amount of, or extend the date for payment of, any prepayment of (A) Tranche A Term Loans or (B) Tranche B Term Loans, in each case required pursuant to Section 2.13 without the prior written consent of (x) Lenders holding Tranche A Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans or (y) Lenders holding Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans, respectively, or (vi) amend Section 2.13(i) without the prior written consent of Lenders holding a majority in interest Tranche B Term Loans representing more than 50% of the aggregate outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition principal amount 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 Tranche B Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) Notwithstanding In addition, no waiver, amendment or modification of this Agreement shall (i) change the foregoing, technical and conforming modifications allocation of any prepayment pursuant to Section 2.12 or 2.13 without the Loan Documents may be made with the prior written consent of (A) Lenders holding Additional Tranche B Term Loans representing more than 50% of the Borrower aggregate outstanding principal amount of the Additional Tranche B Term Loans and (B) Acquisition Loan Lenders having Acquisition Loans and unused Acquisition Loan Commitments representing more than 50% of the Administrative Agent to sum of the extent necessary to integrate aggregate outstanding principal amount of the Acquisition Loans and unused Acquisition Loan Commitments, (ii) decrease the principal amount of, or extend the date for payment of, any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the prepayment of (A) Additional Tranche B Term Loans or Revolving Credit (B) Acquisition Loans, in each case required pursuant to Section 2.13 without the prior written consent of (A) Lenders holding Additional Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Additional Tranche B Term Loans or (B) Acquisition Loan Lenders having Acquisition Loans and unused Acquisition Loan Commitments representing more than 50% of the sum of the aggregate outstanding principal amount of the Acquisition Loans and unused Acquisition Loan Commitments, as applicablerespectively, or (iii) amend Section 2.13(i) without the prior written consent of Lenders holding Additional Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Additional Tranche B Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Neenah Foundry Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Trustee or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Trustee and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Intermediate Holdings in any case shall entitle the Borrower or 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 an agreement or agreements in writing entered into by the Borrower, Intermediate Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C DisbursementTerm Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementTerm Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment Term Loans or decrease or extend the date for payment of any Fees 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(j9.04(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, (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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV or (vi) reduce the percentage contained in amend or modify the definition of the term 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 Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further provided, further, however, that no such agreement shall (w) amend, modify or otherwise affect the rights or duties of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank Trustee or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent or the Collateral Trustee, (x) waive, amend or modify the provisions of Sections 6.01, 6.02, 6.06, 6.07, 6.09(a)(iii), (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 AgentCollateral, in the Issuing Bank case of clauses (x), (y) and (z), without the prior written consent of the Supermajority Lenders. Notwithstanding anything to the contrary herein, no Affiliated Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder or any plan of reorganization, and all such Term Loans held by such Affiliated Lender for purposes hereof shall be automatically deemed to be voted pro rata according to the Swingline LenderTerm Loans of all other Lenders in the aggregate (other than any Affiliated Lenders); provided, however, that Affiliated Lenders shall have the right to approve or disapprove any amendment, waiver or consent hereunder or any plan or reorganization that in either case adversely affects the rights or obligations of such Affiliated Lender hereunder or under any other Loan Document in any material respect as compared to other Lenders.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with the contrary contained herein, such amendment shall become effective without any further consent of the Borrower and the Administrative Agent any other party to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, by Mortgagee or any Lender or the Issuing Bank other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Credit Agreement Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders Mortgagee or any other Secured Party hereunder and under the other Loan Credit Agreement Documents are cumulative and are not exclusive of any rights rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document Mortgage or consent to any departure by the Borrower or any other Loan Party Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 7.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Mortgagor in any case shall entitle the Borrower or Holdings any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) . Neither this Agreement Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Mortgagee and Mortgagor, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, and except as otherwise provided in the Intercreditor Agreements. Mortgagee may conclusively rely on a certificate of an officer of Mortgagor as to whether any amendment contemplated by this Section 7.5(b) is permitted. Notwithstanding anything to the contrary contained herein, Mortgagee may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the date hereof for the perfection of security interests in the assets of Mortgagor on such date) where it reasonably determines, in consultation with the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, perfection 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 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 obtaining of such Lender, (iii) amend items cannot be accomplished by the time or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) times at which it would otherwise be required by this Mortgage or the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Credit Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline LenderDocuments.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (DS Services of America, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender in exercising any right or 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, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings any other Loan Party in any case shall entitle the Borrower or Holdings such person 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 or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(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, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrower and the Required Lenders (except that any waiver, Holdings amendment or modification of the Pro Rata Only Covenants or of any defined term (or component defined term) but only to the extent as used therein (or any Default or Event of Default or exercise of remedies by the Required Pro Rata Lenders in respect or as a result thereof) shall require the Required Pro Rata Lenders voting as a single Class 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of or any scheduled principal payment date or date for the payment of any interest on on, any Loan or any date for reimbursement obligation with respect to any disbursement under any Letter of an L/C DisbursementCredit, or waive or excuse extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such payment or consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any part thereof, or decrease amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with respect to any disbursement under any Letter of Credit or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrower to pay interest or Fees at the applicable default rate set forth in Section 2.13(c);
(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C DisbursementParticipation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, with respect to any such extension or decrease, 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 or mandatory prepayments 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, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Loan or any disbursement under any Letter of Credit or any Fees is due, 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, (iiiiv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j2.18(c) or the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor 7.03 in a transaction permitted manner that would by Section 6.05) or all or substantially all its terms alter the pro rata sharing of the Collateralpayments required thereby, without the prior written consent of each Lender, Lender adversely affected thereby;
(ivv) change amend or modify 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) modify the protections afforded to an SPC pursuant to the provisions of this Section 9.04(i) without the written consent of such SPC 9.08 or (vi) reduce the percentage contained in the definition of the term terms “Required Lenders,” “Majority Lenders,” “Required Revolving Facility Lenders,” “Required Pro Rata 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 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 Loans and Commitments and Revolving Credit Commitments are included on the date hereofClosing Date);
(vi) except as provided in Section 9.18 release all or substantially all of the Collateral or all or substantially all of the Guarantors from their respective Guarantees 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 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);
(viii) amend the provisions of this Agreement expressly relating to any Outside LC Facility in a manner that would adversely affect the rights of the applicable Outside LC Facility Issuers in a manner that is different and adverse to such Outside LC Facility Issuer as compared to the manner such amendment would affect Lenders generally without the consent of each adversely affected Outside LC Facility Issuer;
(ix) amend the provisions of Section 9.04 to reduce the number or percentage of Lenders required to permit the Borrower to assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of each Lender; provided or
(x) amend the provisions of Section 9.04 in a manner that would further restrict assignments of any Loans under this Agreement without the prior written consent of each Lender directly adversely affected thereby; provided, further, that (a) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank Swingline Lenders or the Swingline Lender Issuing Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the each Swingline Lender or each Issuing Bank affected thereby, as applicable and (b) Schedule 3.08(a), Schedule 3.08(b), Schedule 3.20 and Schedule 5.13 to the Effective Date Certificate and Schedule 3.21 may, in each case, be updated with the consent of the Borrower and the Administrative Agent (not to be unreasonably withheld) following the Effective Date and prior to the Closing Date to reflect circumstances existing on the Closing Date. 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 Swingline 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 the Collateral Agent may (in their respective sole discretion, or shall, to the extent required or contemplated by any Loan Document) enter into any amendment, modification, supplement 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 or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, 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, the Borrower (i) 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 (ii) 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, and for purposes of the relevant provisions of Section 2.18(b). In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Borrower and the Administrative Agent (but without the consent of any Lender or Issuing Bank) to include any additional financial maintenance covenant (or any financial maintenance covenant that is already included in this Agreement but with covenant levels and component definitions that are more restrictive to the Borrower) for the benefit of the Lenders of all of the Facilities (but not fewer than all of the Facilities) then existing.
(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 Other Term Commitments Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Incremental Other Revolving Credit Commitments on substantially Loans as a separate Class or tranche from the same basis as the existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Credit CommitmentsFacility Loans, 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, error, 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.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Co-Collateral Agent, the Collateral Floorplan Funding Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the each Co-Collateral Agent, the Floorplan Funding Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Administrative Agent, any Co-Collateral Agent, the Floorplan Funding Agent or the Majority Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall shall:
(i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C LC Disbursement, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C LC Disbursement, without the prior written consent of each Lender (including any such Lender that is a Defaulting Lender) directly and adversely affected therebythereby (it being understood that any change to the component definitions of Excess Cash Availability affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders);
(ii) increase or extend the Commitment (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.25) or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (including any such Lender that is a Defaulting Lender, );
(iii) amend or modify the pro rata requirements provisions of Section 2.172.17(b), the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors or all or substantially all of the CollateralCollateral (except as permitted under Section 6.04 and the Guarantee and Collateral Agreement), 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” or the term “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 Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section 9.08 may be amended to reflect such extension of credit);
(v) without the prior written consent of the Floorplan Funding Agent, (A) amend or modify any provision of Section 2.26, (B) amend or modify the definition of “Availability” to the extent applicable to Section 2.26 or (C) amend or modify any of the following defined terms: “Floorplan Approval”, “Floorplan Approved Invoice”, “Floorplan Approved Vendor”, “Floorplan Collateral Account”, “Floorplan Due Date”, “Floorplan Facility”, “Floorplan Funding Agent”, “Floorplan Loan”, “Floorplan Loan Exposure”, “Floorplan Loan Payment”, “Floorplan Loan Payment Obligations”, “Floorplan Open Approval”, “Floorplan Required Payment”, or “Floorplan Vendor Credits’);
(vi) change Section 2.27 without the consent of each Lender and the Floorplan Funding Agent (to the extent the Floorplan Funding Agent is affected by such change);
(vii) increase the advance rates set forth in the definition of the Borrowing Base or amend the definitions of Eligible Accounts, Eligible Inventory, Borrowing Base or Reserves which has the effect of increasing Availability without the written consent of the Supermajority Lenders and the Majority Agents;
(viii) amend or modify the definition of “Majority Agents” or the rights and duties of the Majority Agents without the consent of the Administrative Agent and each Co-Collateral Agent; provided further or
(ix) amend or modify this Section 9.08 without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the any Co-Collateral Agent, the Floorplan Funding Agent, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the such Co-Collateral Agent, the Floorplan Funding Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (y) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding [Intentionally Reserved.]
(d) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the foregoingspecific instance and for the specific purpose for which given, technical and conforming modifications such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Documents may be made Parties, the Lenders, the Administrative Agent and all future holders of the Loans and Commitments.
(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender,” “each Lender affected thereby,” or “Supermajority Lenders,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the extent Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.14 and 2.20, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to integrate effectuate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially assignment of such Lender’s interests hereunder in respect of the same basis as the Term Loans or Revolving Credit Commitments, as applicablecircumstances contemplated by this Section 9.08(e).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower or Holdings in any case shall entitle the a Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any No Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by the BorrowerHoldings, Holdings the Borrowers and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, thereof or decrease the rate of interest on any Loan or L/C Disbursement, 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 9.08 or release all or substantially all of the value of the Guarantees Guarantors (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.056.04) 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 payments due to Lenders holding Loans or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments 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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPC SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) . Notwithstanding the foregoing, technical and conforming modifications anything to the contrary herein, for purposes of any amendment, waiver or modification of any Loan Documents may be made with Document (including pursuant to this Section 9.08) or any plan of reorganization pursuant to any Debtor Relief Laws, that in either case does not require the consent of the Borrower and the Administrative Agent each Lender or each affected Lender or does not adversely affect any Fund Affiliate in any material respect as compared to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially other Lenders of the same basis Class, each Fund Affiliate, with respect to all Loans, L/C Exposure, Swingline Exposure and Commitments held by it, whether held by it on the Closing Date or thereafter acquired by assignment, will be deemed to have voted in the same proportion as Lenders of the Term Loans same Class that are not Fund Affiliates voting on such matter; and each Fund Affiliate hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or Revolving Credit Commitmentsreject any plan pursuant to any Debtor Relief Laws is not deemed to have been so voted, as applicable.then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws);
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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 9.08 or release all or substantially all of the value of the Guarantees Subsidiary Guarantors (other than in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or SPC, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)) or (vii) modify, amend or waive any conditions precedent set forth in Section 4.01, or any representation and warranty, covenant or Default to the extent the modification, amendment or waiver thereof would constitute a waiver of a condition precedent set forth in Section 4.01, without the prior written consent of Lenders holding a majority of the Revolving Credit Commitments; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent, the Fronting Bank or any Lender or the Issuing Bank in exercising any right or 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 AgentAgents, the Collateral Agent, the Issuing Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or Holdings any Guarantor in any case shall entitle the such Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers and the Required Lenders or, Holdings in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) extend any Installment Date (other than any final maturity) or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of (A) in the case of Term Loans, the Required Lenders and Lenders holding Term Loans representing at least 80% of the aggregate principal amount of each Term Loan Credit Facility affected by such action or (B) in the case of Loans under the Revolving Credit Commitments and L/C Disbursements, Lenders with Revolving Credit Commitments representing at least 80% of the aggregate Revolving Credit Commitments then in effect, (iii) advance any Installment Date without the prior written consent of Lenders holding Term Loans representing (A) at least 80% of the aggregate principal amount of the then outstanding Tranche A Term Loans, (B) at least 80% of the aggregate principal amount of the then outstanding Tranche B Term Loans and (C) at least 80% of the aggregate principal amount of the then outstanding Tranche C Term Loans, (iv) increase or extend the Commitment of any Lender or decrease the Commitment Fees, Facility Fees, L/C Participation Fees or extend the date for payment of any Fees other fees of any Lender without the prior written consent of such Lender, (iiiv) amend effect any waiver, amendment 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 all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner modification that by its terms adversely affects the rights in respect of payments due to or collateral of Lenders holding Loans of one Class participating in any Credit Facility differently from the rights those of Lenders holding Loans of any participating in other Class Credit Facilities, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenders participating in the adversely affected ClassCredit Facility, or change the relative rights in respect of payments or collateral of the Lenders participating in different Credit Facilities without the consent of a majority in interest of Lenders participating in each affected Credit Facility, (vvi) amend Article IX in a manner adverse to any Lender without the consent of such Lender or (vii) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i2.09(d), Section 2.11(b) without or Section 2.16, the written consent provisions of such SPC this Section or (vi) reduce the percentage contained in the definition of the term “"Required Lenders” ", or release all or substantially all the Collateral or release any Guarantor from its Guarantee Agreement unless all or substantially all the Capital Stock of such Guarantor is sold in a transaction permitted by this Agreement or as provided in Section 10.18, without the prior written consent of each Lender (it being understood that with the consent of the Required Lendersadversely affected thereby, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the either Administrative Agent, the Collateral Agent, the Issuing Bank Agent or the Swingline Lender Fronting 207 Bank hereunder or under any other Loan Document without the prior written consent of the applicable Administrative Agent, the Collateral Agent, the Issuing Bank Agent or the Swingline Fronting Bank acting as such at the effective date of such agreement, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee of such Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Imperial Home Decor Group Holdings I LTD)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral AgentTrustee, any Lender or the Issuing Bank or any Lender in exercising any right or 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, the Collateral AgentTrustee, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Parent or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Parent or Holdings any other Loan Party in any case shall entitle the Borrower or Holdings such person 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 or Event of Default, regardless of whether the Administrative Agent, the Collateral Trustee, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(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, 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerParent and the Required Lenders (except that any waiver, Holdings amendment or modification of the Financial Covenants or of any defined term (or component defined term) used therein (but only to the extent as used therein) (or any Default or Event of Default or exercise of remedies by the Required Revolving Facility Lenders in respect or as a result thereof) shall require the Required Revolving Facility Lenders voting as a single Class, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any reimbursement obligation with respect to any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected therebythereby (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 (x) 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) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with respect to any L/C Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of Parent to pay interest or Fees at the applicable default rate set forth in Section 2.13(c);
(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or extend the date for payment of any other Fees of any Lender without the prior written consent of such LenderLender (which, notwithstanding the foregoing, with respect to any such extension or decrease, 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) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all of the value of the Guarantees interest (other than interest payable at the applicable default rate of interest set forth in connection with the sale of such Guarantor in a transaction permitted by Section 6.052.13(c)) on any Loan or all any L/C Disbursement or substantially all of the Collateralany Fees is due, without the prior written consent of each LenderLender 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);
(iv) change amend the provisions of any Loan Document Section 2.18(c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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) modify the protections afforded to an SPC pursuant to the provisions of required thereby or Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” 7.03 without the prior written consent of each Lender adversely affected thereby;
(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Required Revolving Facility 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 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 Loans and Commitments and Revolving Credit Commitments are included on the date hereofClosing Date);
(vi) except as provided in Section 9.18, release all or substantially all of the Collateral or all or substantially all of the Guarantors from their respective Guarantees 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 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);
(viii) effect any waiver of the provisions of Section 4.02 with respect to the funding of Revolving Facility Loans pursuant to Section 2.01(d) without the prior consent of the Required Revolving Facility Lenders; provided further or
(ix) subordinate the Obligations hereunder, or the Liens securing the Obligations, to any other Indebtedness or Liens, other than Indebtedness or Liens in respect of which such subordination is permitted hereunder, without the prior written consent of each Lender affected thereby; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Trustee or the Issuing Bank or the Swingline Lender Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Trustee or each Issuing Bank affected thereby, 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 Swingline 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 the Collateral Trustee (at the direction of the Administrative Agent) may (in their respective sole discretion, or shall, to the extent required or contemplated by any Loan Document) enter into any amendment, modification, supplement 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 or Junior Liens (to the extent necessary or advisable under applicable local law) in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, 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, the Parent (i) 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 (ii) 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, and for purposes of the relevant provisions of Section 7.03.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower Parent and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Other Term Commitments Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Incremental Other Revolving Credit Commitments on substantially Loans as a separate Class or tranche from the same basis as the existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Credit CommitmentsFacility Loans, 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, error, defect or inconsistency. In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of Parent and the Administrative Agent (but without the consent of any Lender or Issuing Bank) to include any additional financial maintenance covenant (or any financial maintenance covenant that is already included in this Agreement but with covenant levels and component definitions that are more restrictive to Parent) for the benefit of the Lenders of all of the Facilities (but not fewer than all of the Facilities) then existing.
(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) Notwithstanding anything to the contrary contained in Section 9.08, guarantees, collateral or security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be, together with this Agreement, amended or modified (and any provisions therein may be waived) with the consent of the Administrative Agent at the request of Parent without the need to obtain the consent of any other Lender if such amendment, modification or waiver is intended (i) to comply with the local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral or security document or other document to be consistent with this Agreement and the other Loan Documents (including, without limitation, the Agreed Guarantee and Security Principles).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise set forth in this Agreement, and except for those actions expressly permitted to be taken by the Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest on or premium on, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest or premium on any Loan or L/C Disbursement, without the prior written consent of each Lender directly and 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 all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender thereby (it being understood that with (x) any amendments, waiver or other modifications of any term or provision of Section 6.11, 7.01(d) (solely as it relates to Section 6.11 or 7.02), 7.02 or the definition of “Consolidated First Lien Net Leverage Ratio” (or any of its component definitions (as used in such Sections but not as used in other Sections of this Agreement)), including pursuant to Section 1.02, shall only require the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Parent Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis Required Covenant Lenders, (y) except as the Term Loans or Revolving Credit Commitments, as applicable.set
Appears in 1 contract
Samples: Credit Agreement (VWR Corp)
Waivers; Amendment. (a) No failure or delay of the Collateral Agent, either Administrative Agent, the Collateral Agent, either Issuing Bank or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, Collateral Agent hereunder and of the Collateral Agent, the Issuing Bank Banks, the Administrative Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party 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. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit under either Credit Agreement shall not be construed as a waiver of any Default (as defined in each Credit Agreement) under either Credit Agreement. No notice to or demand on the Borrower or Holdings any Grantor in any case shall entitle the Borrower such Grantor or Holdings any other Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Collateral Agent and the Required Lenders; providedGrantor or Grantors with respect to which such waiver, howeveramendment or modification is to apply, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or subject to 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 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 required in accordance with Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all 9.02 of the value Existing Credit Agreement (with respect to the Existing Lenders) and Section 9.02 of the Guarantees New Credit Agreement (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required New Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Security Agreement (McLeodusa Inc)
Waivers; Amendment. (a) No failure or delay on the part of any Agent, the Administrative Agent, the Collateral Facing Agent, the Swingline Lender or 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 discontinuation of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Administrative Agent, the Collateral Facing Agent, the Issuing Bank Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Parties therefrom shall in any event be effective unless the same shall be permitted by paragraph PARAGRAPH (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Loan Parties in any case shall entitle the Borrower or Holdings Loan Parties to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement or any of the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by each Borrower and the BorrowerRequired Lenders and (ii) in the case of any other Loan Document, Holdings and pursuant to an agreement or agreements entered into by the parties to such Loan Document, in each case with the consent of the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the final scheduled 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 DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the amount of or extend the termination date of the Commitment or decrease or extend the date for payment of any Fees of Fee owing to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements sharing provisions of Section 2.17SECTION 2.17 or the provisions of SECTION 11.03 concerning the assignment of either Borrower's obligations hereunder, the provisions of Section 9.04(j) this SECTION 11.08, the percentage in the definition of the term "Required Lenders" or the provisions percentage in the definition of this Section the term "Majority Vote" or release all either Borrower or substantially all of the value of the Guarantees any 124 Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted except as expressly contemplated by Section 6.05any Loan Document) or all or substantially all of the CollateralCollateral (except as expressly contemplated by any Loan Document), without the prior written consent of each Lender, (iv) with respect to the Term Loans, modify the pro rata sharing requirements of SECTION 2.13(f), change the provisions application of any Loan Document in prepayments or scheduled repayments of the Term Loans, reduce the amount of or waive any prepayments or scheduled repayments of the Term Loans or extend the time of payment for prepayments or scheduled repayments of Term Loans without a manner that Majority Vote, by its terms adversely affects Class, of 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, thereby (other than any such agreement that merely adds an additional tranche of Term Loans entitled to the benefits of such pro rata provisions) or (v) with respect to the revolving facilities hereunder, modify the protections afforded to an SPC pursuant to pro rata requirements of SECTION 2.02(d), 2.09(d), or 2.12(c), change the provisions application of Section 9.04(i) without any prepayments of the written consent of such SPC or (vi) Revolving Loans, reduce the percentage contained in the definition amount of or waive any prepayments of the term “Required Lenders” Revolving Loans or extend the time of payment for prepayments of Revolving Loans without the prior written consent of each Lender (it being understood that with the consent a Majority Vote, by Class, of the Required LendersLenders holding Commitments or Loans adversely affected thereby; PROVIDED, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further FURTHER, HOWEVER, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, the Administrative Agent, the Collateral Agent, the Issuing Bank Swingline Lender or the Swingline Lender Facing Agent hereunder or under any other Loan Document without the prior written consent of such Agent, the Administrative Agent, the Collateral Swingline Lender or the Facing Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, 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, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce 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 reduce the rate of interest on thereon (other than interest pursuant to Section 2.05); or reduce any Loan Fees payable hereunder, or L/C Disbursementchange the form or currency of payment of any Secured Obligation, without the prior written consent of each Lender directly adversely affected thereby;
(iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (iiB) increase or extend the Commitment or decrease or extend postpone the date for of payment of any Fees Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any Lender increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07(b)), in any case, without the prior written consent of such each Lender directly affected thereby;
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender, ;
(iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(jeach Lender directly affected thereby;
(vii) or the provisions change any provision of this Section 9.07(b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of “Required Lenders” or release all any provision of any Loan Document (including this Section 9.07(b)) specifying the number or substantially all percentage of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Lenders required to waive, amend, or all modify any rights thereunder or substantially all of the Collateralmake any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) change or waive any provision of Article VIII as the provisions same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Loan Document Agent, 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 Classcase, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC Agent; or
(x) change or (vi) reduce the percentage contained in the definition waive any obligation of the term “Required Lenders” Lenders relating to the making of any Loan, without the prior written consent of each Lender (it being understood that with such Lenders. Notwithstanding anything to the consent of the Required Lenderscontrary in this Credit and Security Agreement or in any other Loan Document, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent may amend this Credit and Security Agreement or the Swingline Lender hereunder or under any other Loan Document without to cure any defect or inconsistency or to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the prior written consent of Borrower, the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding the foregoing, technical and conforming modifications Agent provides notice to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableLenders of such amendment.
Appears in 1 contract
Samples: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative Paying Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Paying Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment 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) 2.17, amend or modify the provisions of Section 9.04(i), the provisions of this Section 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the CollateralCollateral (except for any release expressly permitted by the Loan Documents), without the prior written consent of each Lender, Lender or (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 allocation between Tranche A Term Loans of one Class differently from the rights of Lenders holding and Tranche B Term Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding a majority in interest of the aggregate outstanding principal amount of the Tranche A Term Loans and unused Commitments of each adversely affected Class, (vB) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition Lenders holding a majority of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent aggregate outstanding principal amount 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 Tranche B Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Paying Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Paying Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) decrease other than on a pro rata basis or increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 9.04(i), the provisions of this Section Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the pursuant to a permitted sale or liquidation of such Guarantor in a transaction permitted by Section 6.05Subsidiary Guarantor) or all or substantially all any substantial part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.written
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, Lender or (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Parent in any case shall entitle the Borrower or Holdings Parent to any other or further notice or demand in similar or other circumstances.
(b) Neither None of this Agreement nor Agreement, any other Loan Document or any provision hereof or thereof, may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Parent, the Administrative Agent, the Collateral Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or the Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 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 2.18, the provisions of Section 9.04(j) ), the provisions regarding the order of the application of proceeds in Section 5.02 of the Guarantee and Collateral Agreement or the provisions of this Section or release all or substantially all of the value of the Guarantees Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the CollateralCollateral (or subordinate the Liens in favor of the Collateral Agent on all or substantially all of the Collateral (other than in respect of any Other Senior Secured Debt or any Other Junior Secured Debt to the extent contemplated by the ABL Intercreditor Agreement)) or provide for or permit the subordination in right of payment of the Obligations to any other obligation, in each case, 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 class differently from the rights of Lenders holding Loans of any other Class class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Classclass, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or SPC, (vi) reduce the percentage contained in the definition of the term “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 and the Supermajority Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof), (vii) increase any advance rate set forth in the definition of the term “Borrowing Base” without the written consent of each Lender, or (viii) change or otherwise modify the eligibility criteria, eligible asset classes, reserves or sublimits in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, which would, in each case, increase the amount of credit available to the Borrower hereunder, without the written consent of the Supermajority Lenders; provided that this clause (viii) shall not limit the discretion of the Administrative Agent to change, establish or eliminate any reserves, to add assets acquired in a Permitted Acquisition to the Borrowing Base or to otherwise exercise its discretion or Permitted Credit Judgment in respect of any determination expressly provided hereunder to be made by the Administrative Agent in its discretion or Permitted Credit Judgment, all to the extent otherwise set forth herein; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Agent or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Agent or such Issuing Bank or the Swingline Lender.
and (cB) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure ambiguities, omissions, mistakes or defects, (y) cause this Agreement and the extent necessary other Loan Documents to integrate any Incremental Term Commitments be consistent with the Guarantee and Collateral Agreement and other similar documents or Incremental Revolving Credit Commitments (z) cause the Guarantee and Collateral Agreement or other document to comply with local Law on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableadvice of local counsel.
Appears in 1 contract
Samples: Abl Credit Agreement (Community Health Systems Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 all or substantially all of the value of the Guarantees any material Guarantor (other than any such release as provided for in any Security Document in connection with the sale consummation of such Guarantor in a any transaction permitted by Section 6.05under this Agreement) or all or substantially all part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) . Notwithstanding the foregoing, technical if the terms of any amendment to this Agreement provide that any Class of Loans will be repaid in full and conforming modifications the Commitments of such Class (if any) terminated as a condition to the Loan Documents may effectiveness of such amendment, then so long as the Loans and Commitments (if any) of such Class are in fact repaid and terminated upon the effectiveness of such amendment, such Loans and Commitments shall not be made with included in the consent determination of the Borrower and the Administrative Agent Required Lenders with respect to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablesuch amendment.
Appears in 1 contract
Samples: Credit Agreement (CCC Information Services Group Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank 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, 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall in and of itself entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 Revolving 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 Revolving Loan or L/C Disbursement or change the currency of any Revolving Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, ; (ii) increase increase, decrease or extend the Commitment (except for a ratable decrease in the Commitments of all Lenders) or decrease or extend the date for payment of any the Commitment Fees of any Lender or subject any Lender to any additional obligation, in each case without the prior written consent of such Lender, ; (iii) amend or modify the definition of "Borrowing Base", clause (l) of the definition of "Eligible Accounts Receivable," clause (e) of the definition of "Eligible Inventory," Section 2.01, 2.12(a), the second sentence of Section 2.21(b) or Section 4.01(d), in each case without the prior written consent of each Lender; (iv) amend or modify the pro rata requirements of Section 2.172.16, the provisions of Section 9.04(j) or ), the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral9.08, 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.the
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agentany Lender, any Lender Swing Line Bank or the Issuing any Fronting Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral AgentLenders, the Issuing Swing Line Bank and the Lenders Fronting Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required LendersLenders (and the Initial Fronting Bank and Swing Line Bank with respect to any amendment to the provisions of Section 2.21); provided, however, that no such agreement shall (i) decrease change the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the scheduled payment of any principal of or interest on on, any Loan Loan, or extend the stated maturity of any Letter of Credit beyond the date for reimbursement of an L/C Disbursement, that is five Business Days prior to the Termination Date or waive or excuse any such scheduled payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected therebythereby (including a Defaulting Lender, if applicable), (ii) increase or extend change the Commitment or decrease or extend the any date for the payment of any the Facility Fees or L/C Participation Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.14, the provisions of this Section 9.08 or release all the definition of “Termination Date” or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, “Required Lenders,” without the prior written consent of each Lender, except that (ivA) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional the provisions of Section 2.14, this Section and the definition of “Required Lenders” may be amended to include any new class of commitments or extensions of credit pursuant to thereunder created under this Agreement may be included in the determination of the Required Lenders (or to include lenders extending such credit) on substantially the same basis as corresponding references relating to existing commitments and extensions of credit, (B) the Term Loan Commitments Borrowers may request that Lenders agree to extend the Termination Date (or other maturity date of their commitments or extensions of credit hereunder) and, if less than all Lenders consent to any such extension, the provisions of this Agreement (including Section 2.14 and Revolving Credit Commitments on this Section) may be amended with the date hereof)consent of the Required Lenders to establish separate classes of commitments and extensions of credit thereunder (and of Lenders extending such credit) and (C) in the event any such new class or separate class of commitments or extensions or credit thereunder are established as provided in clause (A) or (B) above, then, with the consent of the Required Lenders, the provisions of Section 2.14 may be amended to provide for borrowings, commitment reductions, borrowing conversions and payments to be made ratably by class and this Section may be amended to provide for amendments that affect only one class of commitments and extensions of credit thereunder to be approved only by requisite lenders of such class; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing any Swing Line Bank or any Fronting Bank, as the Swingline Lender case may be, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Swing Line Bank or Fronting Bank, as the Swingline Lendercase may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08, and any consent by any Lender pursuant to this Section 9.08 shall bind any person subsequently acquiring a Loan from it.
(c) Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, supplement, waiver or consent hereunder or otherwise give any direction to the Administrative Agent (except as provided in Section 2.21(b) and Section 9.08(b)); (ii) the Administrative Agent may, with the consent of Weyerhaeuser only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the Borrower rights of any Lender or 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 extent necessary Lenders, a written notice from the Required Lenders stating that the Required Lenders object to integrate such amendment; and (iii) any Incremental Term Commitments agreement of the Required Lenders to forbear (and/or direction to the Administrative Agent to forbear) from exercising any of their rights and remedies upon a Default or Incremental Event of Default shall be effective without the consent of the Administrative Agent or any other Lender.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Weyerhaeuser (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Commitments on substantially Loans and the same basis as accrued interest and fees in respect thereof and (ii) to include appropriately the Term Loans Lenders holding such credit facilities in any determination of the Required Lenders; provided that, no Lender shall be obligated to commit to or Revolving Credit Commitments, as applicablehold any part of such credit facilities.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Credit 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, the Issuing Bank and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this 104 Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Holding in any case shall entitle the Borrower or Holdings Holding to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Holding 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 adversely holder of a Note affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, Lender or (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Lenders and the Lenders Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C Disbursement, LC 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, LC Disbursement 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 all or substantially all of the value of the Guarantees Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or SPC, (vi) reduce the percentage contained in the definition of the term “Required Lenders” or “Supermajority Lenders” without the prior written consent of each Lender, (vii) postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Credit Maturity Date without the prior written consent of each Lender or (it being understood that with viii) change or otherwise modify the eligibility criteria, eligible asset classes, reserves or sublimits in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, which would, in each case increase the amount of credit available to the Borrower hereunder, without the written consent of the Required Supermajority Lenders, additional extensions of credit pursuant to ; provided that this Agreement may be included in clause (viii) shall not limit the determination discretion of the Required Lenders on substantially Administrative Agent to change, establish or eliminate any reserves, to add assets acquired in a Permitted Acquisition to the same basis as Borrowing Base or to otherwise exercise its discretion or Reasonable Credit Judgment in respect of any determination expressly provided hereunder to be made by the Term Loan Commitments and Revolving Administrative Agent in its discretion or Reasonable Credit Commitments on Judgment, all to the date hereof)extent otherwise set forth herein; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank or the any Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank or the such Swingline Lender.
(c; provided however that the aggregate maximum amount of LC Exposure permitted under Section 2.23(a) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made modified with the prior written consent of the Borrower, the Administrative Agent and the Required Lenders; (B) the amount set forth for any Issuing Bank on Schedule 1.01(g) may be modified with the written consent of such Issuing Bank, the Borrower and the Administrative Agent; and (C) the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure ambiguities, omissions, mistakes or defects, (y) cause this Agreement and the extent necessary other Loan Documents to integrate any Incremental Term Commitments be consistent with the Guarantee and Collateral Agreement and other similar documents or Incremental Revolving Credit Commitments (z) cause the Guarantee and Collateral Agreement or other document to comply with local Law on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableadvice of local counsel.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the an Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings in any case shall entitle the such Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, or (iii) waive, amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(j5.10(c) or 9.4(i), the provisions of this Section Section, the definition of the term "Required Lenders", increase the total Commitments or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the Collateral, without the prior written consent of each Lender; provided, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Syndication Agent, the Documentation 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Allied in any case shall entitle the Borrower or Holdings Allied to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Allied 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 extend the date of any mandatory prepayment of principal, 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees or L/C Participation Fees of any Lender without the prior written consent of such Lender, (iii) decrease the amount or extend the date for payment of the Issuing Bank Fees without the prior written consent of each affected Issuing Bank or (iv) amend or modify the pro rata requirements provisions of Section 2.172.13, 2.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Collateral 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 Syndication Agent, the Documentation Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with contrary in this Agreement, any proposed waiver, amendment or modification of a provision that does not directly affect each Class of Loans (as defined below) shall require only the prior written consent of Lenders holding a majority of the Borrower sum of all Loans outstanding and unused Commitments at such time with respect to each Class of Loans directly affected thereby. As used in this Section 9.08(b), the Administrative Agent to term "Class of Loans" shall mean each of (i) the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term 110 104 Loans or and Revolving Credit Commitments, as applicable(ii) the Term Loans and Term Loan Commitments, (iii) the AXELs Series A Loans and AXELs Series A Commitments, (iv) the AXELs Series B Loans and AXELs Series B Commitments and (v) the AXELs Series C Loans and AXELs Series C Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required LendersLenders (except as provided in Section 2.24); 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 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 Section, the definition of the term “Required Lenders” or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the CollateralCollateral (except as provided in Section 9.17), 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoingforegoing and except as provided in Section 9.17, technical if the Borrower shall request the release of any Collateral to be sold as part of any Asset Sale permitted under Section 6.05 and conforming modifications shall deliver to the Loan Documents may be made Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement, the Collateral Agent, if satisfied that the applicable certificate is correct, shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablerelease of such Collateral.
Appears in 1 contract
Samples: Credit Agreement (Buffets Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower or Holdings in any case shall entitle Holdings or the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower, Holdings Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount ofof or prepayment premium on, or extend the maturity of or any scheduled principal payment date or date for the payment of scheduled principal of (subject to the last sentence of the first paragraph of Article VII) or any prepayment premium on or any interest on any Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, 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 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 all or substantially all the percentage set forth in the definition of the value of the Guarantees term “Required Lenders,” or release any Guarantor (other than in connection accordance with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all terms of the CollateralGuarantee and Collateral Agreement), without the prior written consent of each LenderLender adversely affected thereby, (iv) change release all or substantially all of 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 Collateral without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, Lender or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Second Lien Credit Agreement (True Temper Sports Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or change any scheduled principal payment date or amount 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease de- crease or extend the date for payment of any the Fees of any Lender or any other amounts payable hereunder to 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 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Subsidiary Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) or all or substantially all any substantial part 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 payments due to Lenders holding Tranche A Term Loans or Tranche B Term Loans, if any, or Revolving Loans (as used in this Section, each a "Class" of one Class Loans) differently from the rights in respect of payments due to Lenders holding Loans of any other Class of Loans without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans and unused Commitments (or, if no Revolving Loans are outstanding, the Revolving Commitments) of each the adversely affected ClassClass of Loans, or (v) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoing, any technical and conforming amendments or modifications to this Agreement required to give effect to the Loan Documents may be made issuance of the Tranche B Term Loans in accordance with Section 2.25 shall only require the consent of the Borrower Administrative Agent, the Tranche B Lenders and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableBorrower.
Appears in 1 contract
Samples: Credit Agreement (Actuant Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the any Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the each Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24, clause (d) below, the Intercreditor Agreement and except for those actions expressly permitted to be taken by the Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive the final scheduled maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive 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 and adversely affected therebythereby (it being understood that any change to the component definitions of the Consolidated First-Lien Leverage Ratio affecting the determination of interest shall only require the consent of the US Borrower and the Required Lenders), (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 LenderLender (it being understood that any change to the component definitions of the Consolidated First-Lien Leverage Ratio affecting the determination of any Fee shall only require the consent of the US Borrower and the Required Lenders), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors or all or substantially all of the CollateralCollateral (except as permitted under the Intercreditor Agreement, Section 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) change decrease the provisions amount of any Loan Document in a manner that by its terms adversely affects scheduled amortization payment, or extend the rights date for payment under Section 2.11(a), in respect of payments due to Lenders holding any Class of Term 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 more than 50% of the outstanding Term Loans and unused Commitments of each adversely affected Classsuch Class (the “Required Term Lenders”), or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders,” “Required Revolving Lenders,” “Required First-Lien Lenders,” or “Required Second-Lien Lenders” without the prior written consent of each Lender, each Revolving Credit Lender, each First-Lien Lender or each Second-Lien Lender, respectively (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, Required Revolving Lenders, Required First-Lien Lenders and Required Second-Lien Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section may be amended to reflect such extension of credit); provided further provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral AgentAgents, the any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the such Collateral Agent, the such Issuing Bank or the Swingline Lender, as the case may be, and (y) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding the foregoing, technical and conforming modifications but subject to the terms of the Intercreditor Agreement, in addition to any credit extensions and related Incremental Amendments or Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24 or Section 2.25, as applicable, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents may with the Term Loans and the Revolving 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 and other definitions related to such new credit facilities.
(d) Notwithstanding the foregoing, (i) any amendment, modification, waiver of or consent with respect to any of the terms and provisions of Section 6.10 and related definitions as used in determining compliance with Section 6.10 shall be made effective only with the written consent of the Required Revolving Lenders and the Borrowers and (ii) (x) subject to the Intercreditor Agreement, any amendment, modification, waiver of or consent with respect to any of the terms and provisions (and related definitions) of the Second-Lien Security Documents shall be effective only with the written consent of the Required Second-Lien Lenders and the Loan Parties that are party thereto and (y) any amendment, modification or waiver of, or consent with respect to Section 2.13(e) with respect to the application of any mandatory prepayment that results in a Class of Lenders being allocated a lesser repayment than such Class would otherwise have been entitled to in the absence of such amendment, modification or waiver, shall require the consent of the Borrower and Required Term Lenders, the Administrative Agent to Required Revolving Lenders or Required Second-Lien Lenders, as applicable for such affected Class (except in the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on case where additional extensions of terms loans are being afforded substantially the same basis as treatment afforded to the Term Loans pursuant to this Agreement on the Closing Date).
(e) Each waiver, amendment, modification, supplement or Revolving Credit consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 100 100 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 Loan, or any date for reimbursement of an L/C Disbursement, Disbursement or waive or excuse any such payment or any part thereofthereof or any Fee, or decrease the rate of interest or prepayment premium on any Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change 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 10.04(i), the provisions of this Section Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the Collateral, without the prior written consent of each Lender, Lender or (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 allocation between Tranche B Loans of one Class differently from the rights of Lenders holding and Tranche C Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding a majority in interest of the aggregate outstanding principal amount of the Tranche B Loans and unused Commitments of each adversely affected Class, (vB) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition Lenders holding a majority of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent aggregate outstanding principal amount of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)Tranche C Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Ispat Inland Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower or Holdings in any case shall entitle Holdings or the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 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 all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding To the foregoingextent required by any Gaming Law, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent shall notify all relevant Gaming Authorities of any amendment to the extent necessary to integrate this Agreement or any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableLoan Document.
Appears in 1 contract
Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Parent in any case shall entitle the Borrower or Holdings Parent to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Parent 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 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 all or substantially all of the value of the Guarantees Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary 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) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender.
Bank; (cB) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure ambiguities, omissions, mistakes or defects, (y) cause this Agreement and the extent necessary other Loan Documents to integrate any Incremental Term Commitments be consistent with the Guarantee and Collateral Agreement and other similar documents or Incremental Revolving Credit Commitments (z) cause the Guarantee and Collateral Agreement or other document to comply with local Law on substantially the same basis as advice of local counsel; and (C) Section 6.11, Section 6.13 and paragraph (d)(ii) of Article VII may be amended, waived or otherwise modified by the Term Loans agreement of the Borrower and the Required Covenant Lenders, but shall not be amended, waived or Revolving Credit Commitments, as applicableotherwise modified without the approval of the Required Covenant Lenders.
Appears in 1 contract
Samples: Fourth Amendment and Restatement Agreement (Community Health Systems Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Borrowers in any case shall entitle the Borrower or Holdings Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document (excluding Letters of Credit) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of any Guarantor from its obligations under the value of the Guarantees Guarantee Agreement (other than in connection accordance with the sale of such Guarantor in a transaction permitted by Section 6.05Guarantee Agreement) or release from any Lien granted under any Security Document all or substantially all any substantial part of the CollateralCollateral (except with respect to sales or transfers of, and other transactions relating to, Collateral permitted pursuant to the Security Documents), without the prior written consent of each Lender, (iv) change (A) the allocation or timing of any prepayment to be allocated among the Term Loans and Revolving Loans pursuant to Sections 2.11 and 2.13 or (B) the application of any prepayment or repayment of Term Loans pursuant to Sections 2.11(b) or 2.13(e), in each case without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class, (v) 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 one any Class differently from the rights of Lenders than those holding Loans of any other Class 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC Class or (vi) reduce the percentage contained in the definition of the term “Required Lenders” amend Sections 2.11(d) or 2.13(j) without the prior written consent of each Lender (it being understood that with the consent Lenders holding Tranche B Term Loans representing more than 50% of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination aggregate outstanding principal amount of the Required Tranche B Term Loans and Lenders on substantially holding Tranche C Term Loans representing more than 50% of the same basis as aggregate outstanding principal amount of the Tranche C Term Loan Commitments Loans and Revolving Credit 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, the Collateral Agent, the Agent or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral AgentAgent or such Issuing Bank, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 payments due to Lenders holding allocation between Tranche A Term Loans of one Class differently from the rights of Lenders holding and Tranche B Term Loans of any other Class prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding Tranche A Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans and (B) Lenders holding Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans, (v) decrease the principal amount of, or extend the date for payment of, any prepayment of (A) Tranche A Term Loans or (B) Tranche B Term Loans, in each case required pursuant to Section 2.13 without the prior written consent of (x) Lenders holding Tranche A Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans or (y) Lenders holding Tranche B Term Loans representing more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans, respectively, or (vi) amend Section 2.13(i) without the prior written consent of Lenders holding a majority in interest Tranche B Term Loans representing more than 50% of the aggregate outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition principal amount 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 Tranche B Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any 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. 104 The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Fees of due to 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 Section, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part of the CollateralCollateral (except, in each case, any release expressly permitted by the Loan Documents), 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, (v) change the rights of the Lenders holding Tranche B Term Loans to reject prepayments under Section 2.13(i) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Syndication Agent, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Syndication Agent, such Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (GSV Inc /Fl/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, 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, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce 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 reduce the rate of interest on thereon (other than interest pursuant to Section 2.05); or reduce any Loan Fees payable hereunder, or L/C Disbursementchange the form or currency of payment of any Secured Obligation, without the prior written consent of each Lender directly adversely affected thereby;
(iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (iiB) increase or extend the Commitment or decrease or extend postpone the date for of payment of any Fees Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any Lender increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07( b)), in any case, without the prior written consent of such each Lender directly affected thereby;
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender, ;
(iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(jeach Lender directly affected thereby;
(vii) or the provisions change any provision of this Section 9.07( b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of “Required Lenders” or release all any provision of any Loan Document (including this Section 9.07( b)) specifying the number or substantially all percentage of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Lenders required to waive, amend, or all modify any rights thereunder or substantially all of the Collateralmake any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) change or waive any provision of Article VIII as the provisions same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Loan Document Agent, 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 Classcase, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC Agent; or
(x) change or (vi) reduce the percentage contained in the definition waive any obligation of the term “Required Lenders” Lenders relating to the making of any Loan, without the prior written consent of each Lender (it being understood that with such Lenders. Notwithstanding anything to the consent of the Required Lenderscontrary in this Credit and Security Agreement or in any other Loan Document, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent may amend this Credit and Security Agreement or the Swingline Lender hereunder or under any other Loan Document without to cure any defect or inconsistency or to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the prior written consent of Borrower, the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding the foregoing, technical and conforming modifications Agent provides notice to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableLenders of such amendment.
Appears in 1 contract
Samples: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank 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, 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall in and of itself entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofof any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, without the written consent of each Lender directly affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.11, or the required date of payment date of any reimbursement obligation, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly adversely affected thereby; 102
(iv) change Section 2.17 or 2.18 in a manner that would alter the pro rata sharing of payments or setoffs required 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 each Lender;
(v) change the percentage set forth in the definition of "Required Lenders" or any other provision of any Loan Document (including this Section 9.08) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the pro rata requirements written consent of Section 2.17each Lender (or each Lender of such Class, as the provisions case may be);
(vi) release any Guarantor from its Guarantee Agreement (except as expressly provided in the Loan Documents, or limit its liability in respect of Section 9.04(jsuch Guarantee Agreement, without the written consent of each Lender;
(vii) or the provisions of this Section or release all or substantially all of the value Collateral from the Liens of the Guarantees Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (other than except in connection with securing additional Obligations equally and ratably with the sale of such Guarantor other Obligations), in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, each case without the prior written consent of each Lender, ;
(ivviii) change the 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 one any Class differently from the rights of Lenders than those holding Loans of any other Class 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
(ix) expressly amend, (v) modify the protections afforded modify, supplement or waive any condition precedent in Section 4.01 to an SPC pursuant to the provisions of Section 9.04(i) any Revolving Credit Borrowing without the written consent of such SPC or (vi) reduce the percentage contained in the definition Revolving Lenders having Revolving Loans, L/C Exposure and unused Revolving Commitments representing more than 50% of the term “Required Lenders” without the prior written consent sum of each Lender all Revolving Loans outstanding, L/C Exposure and unused Revolving Commitments at such time; provided, further, that (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that 1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank Bank, as the case may be, and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders), or the Swingline Lender.
Term Loan Lenders (cbut not the Revolving Lenders) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent effected by an agreement or agreements in writing entered into by Borrower and requisite percentage in interest of the Borrower and affected Class of Lenders that would be required to consent thereto under this Section 9.08 if such Class of Lenders were the Administrative Agent to only Class of Lenders hereunder at the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicabletime.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Canadian Administrative Agent, any Lender or the Issuing Bank 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, the Collateral Canadian Administrative Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party Guarantors therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings any Guarantors in any case shall entitle the any Borrower or Holdings Guarantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on any Loan or L/C Disbursementany Letter of Credit Disbursement or amend or modify the provisions of Section 2.09(d) or 2.16 without the prior written consent of each Lender directly affected thereby; (ii) extend any Tranche A Term Loan Repayment Date or Tranche B Term Loan Repayment Date or the Tranche A-1 Term Loan Maturity Date or any other date on which principal of the Loans is due, or extend any date on which payment of interest on, or fees in respect of, any Loan or reimbursement of any Letter of Credit Disbursement is due, or extend any date on which the Supplemental Revolving Credit Linked Deposits are required to be returned in full to the Supplemental Revolving Lenders, or decrease the Supplemental Revolving Fixed Return Rate or the amount of return due to the Supplemental Revolving Lenders pursuant to Section 2.01(k), without the prior written consent of each Lender directly adversely affected thereby, ; (iiiii) increase or extend any Commitment or Supplemental Revolving Credit Linked Deposit Amount or decrease the Commitment Fees or decrease Letter of Credit Fees or extend the date for payment of any Fees other fees of any Lender without the prior written consent of such Lender, ; (iiiiv) 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 the definition of "Required Lenders", or release substantially all the Collateral from the Lien of the Security Documents or release any Guarantor from the Guarantee and Collateral Agreement unless all or substantially all of such Collateral or the value of the Guarantees (other than in connection with the sale capital stock of such Guarantor is sold or otherwise disposed of in a transaction permitted by Section 6.05) or all or substantially all of the Collateralthis Agreement, without the prior written consent of each Lender, ; or (ivv) change amend or modify the provisions of any Loan Document Section 2.12 to change the allocation of prepayments among the Tranche A Term Loans, the Tranche A-1 Term Loans and the Tranche B Term Loans or the manner in a manner that by its terms adversely affects the rights in respect which prepayments of payments due Term Loans are to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class be applied to remaining scheduled payments, without the prior written consent of Lenders holding a majority in interest representing at least 50% of the outstanding aggregate principal amount of (x) the Tranche A Term Loans and unused Commitments of each then outstanding, if Lenders with Tranche A Term Loans are adversely affected Classthereby, (vy) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC Tranche B Term Loans then outstanding if Lenders with Tranche B Term Loans are adversely affected thereby or (viz) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that Tranche A-1 Term Loans then outstanding, if Lenders 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 Tranche A-1 Term Loan Commitments and Revolving Credit Commitments on the date hereof)Loans are adversely affected thereby; provided further that (a) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Canadian Administrative Agent or the Issuing Bank or the Swingline Lender Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Canadian Administrative Agent or the Issuing Bank or Banks acting as such at the Swingline Lender.
effective date of such agreement, as the case may be, and (cb) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower Lenders shall not be required under this Section 9.08 with respect to the reallocations described in Section 2.27. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. For the avoidance of doubt and notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Administrative Agent Borrower (a) to add one or more additional credit facilities to this Agreement (including by increasing the extent necessary amount of the Facilities) and to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially permit the same basis as extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the "Additional Extensions of Credit") to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Supplemental Revolving Loans, the Revolving Loans or Revolving and the Letters of Credit Commitments, as applicableand the accrued interest and fees in respect thereof (including prepayments and commitment reductions) and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof nor any other Loan Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 adversely affected therebythereby (provided that, for the avoidance of doubt, the Required Lenders may waive any prepayment, and the Required Lenders and the Borrower may amend or modify any prepayment provisions), (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) (A) 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 all or substantially all of (B) to the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction extent not otherwise permitted by Section 6.05) the second paragraph of Article VIII, release any Guarantor 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (viv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) Notwithstanding The Administrative Agent and the foregoingBorrower may amend any Loan Document to correct administrative or manifest errors or omissions, technical and conforming modifications or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Loan Documents may be made with Lenders, and then only if the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableRequired Lenders have not objected in writing thereto within such five Business Day Period.
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor or any provision hereof nor any Loan Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 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, (iiiiii)(A) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j10.04(j) or the provisions of this Section or (B) release one or more Guarantors representing all or substantially all of the value of the Guarantees Guaranty (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.057.04) or all or substantially all of the Collateral, in each case without the prior written consent of each LenderLender except, in the case of paragraph (B), as may be expressly permitted hereby or by any Security Document (as such documents are in effect on the date hereof or, if later, the date of execution and delivery thereof in accordance with the terms hereof), (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) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i10.04(i) without the written consent of such SPC SPV or (viv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent or the Issuing Bank. Notwithstanding anything to the contrary herein, (x) in addition to Liens the Collateral Agent is authorized to release pursuant to Article IX and in accordance with paragraph (iii)(B) above, the Collateral AgentAgent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of $10,000,000 in any fiscal year without the consent of any Lender and the Collateral Agent may release Liens on Collateral upon instructions of the Authorized Applicable Representative (as defined in the Security Agreement) pursuant to the Security Agreement and (y) in connection with the incurrence by any Loan Party or any Subsidiary thereof of any Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agree to execute and deliver amendments, waivers, supplements or other modifications to the Security Agreement, the Issuing Bank Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement Supplement and amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Security Document (including but not limited to any Mortgages and UCC fixture filings), and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably deemed by the Swingline LenderBorrower to be necessary or reasonably desirable for any Lien on the assets of any Loan Party permitted to secure such Additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) pursuant to the Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified or otherwise.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative or manifest errors or omissions or inconsistencies, or to effect administrative changes that are not adverse to any Lender. Notwithstanding the foregoing, technical and conforming modifications anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Documents Document.
(d) Notwithstanding any provision herein to the contrary, any Security Document, Junior Lien Intercreditor Agreement, Other Intercreditor Agreement or Intercreditor Agreement Supplement may be made amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with paragraph (b) above with the written consent of the Borrower Agent party thereto and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableLoan Party party thereto.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Syndication Agent, the Documentation 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Allied in any case shall entitle the Borrower or Holdings Allied to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Allied 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 extend the date of any mandatory prepayment of principal, 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees or L/C Participation Fees of any Lender without the prior written consent of such Lender, (iii) decrease the amount or extend the date for payment of the Issuing Bank Fees without the prior written consent of each affected Issuing Bank or (iv) amend or modify the pro rata requirements provisions of Section 2.172.13, 2.17 or 9.04(i), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Collateral 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 Syndication Agent, the Documentation Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender., respectively. 85 80
(c) Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents may be made with the consent contrary, upon delivery of the Borrower and any Amendment Certificate, each Lender hereby authorizes the Administrative Agent to enter into on its behalf an amendment to this Agreement that (i) increases the extent necessary Bank Facility Amount to integrate the applicable amount set forth in such Amendment Certificate and (ii) decreases the Additional Facility Amount by the amount that the Bank Facility Amount is increased in accordance with subclause (i) above. In the event that the Bank Facility Amount is increased to $400,000,000 and the Additional Facility Amount is decreased to zero as a result of any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially amendment pursuant to this Section 9.08(c), such amendment shall also delete (i) Section 3.10(c) in its entirety and (ii) the same basis as the Term Loans or Revolving Credit Commitments, as applicablelast sentence of Section 6.01 in its entirety.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Overnite in any case shall entitle the Borrower or Holdings Overnite to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into and executed by the Borrower, Holdings Overnite and the Required Lenders; provided, however, that no such agreement under this Section 9.08(b) 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, including, without limitation, the method of calculating the Leverage Ratio solely to the extent it affects the Applicable Margin, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease decrease, or extend the date for payment of of, any Fees of or any other amounts 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 2.17, the provisions of Section 9.04(j) or the provisions of this Section Section, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce change the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the such Issuing Bank or the Swingline Lender.
(c) , as applicable. Notwithstanding the foregoing, technical and conforming modifications anything contained herein to the Loan Documents contrary, this Agreement may be made amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the extent necessary benefits of Sections 2.14, 2.16, 2.20 and 9.05), such Lender shall no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to integrate any Incremental Term Commitments it or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableaccrued for its account under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Overnite Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrower, Holdings or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, the other Loan Documents, nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any of the Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements provisions of Section 2.172.14 or 2.15, the provisions of Section 9.04(j) this Section, the definition of "Required Lenders" or any provision of any Loan Document that by its terms expressly requires the provisions consent or approval of this Section all the Lenders, or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all any substantial part 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) or all or substantially all any substantial part 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 payments due to Lenders holding Term Loans or Revolving Loans (as used in this Section, each a "Class" of one Class Loans) differently from the rights in respect of payments due to Lenders holding Loans of any the other Class of Loans without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans and unused Commitments (or, if no Revolving Loans are outstanding, the Revolving Commitments) of each the adversely affected ClassClass of Loans, or (v) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, respectively.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the 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 pursuant to Section 2.11 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 adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) 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 payments due to Lenders holding Loans of one Class differently from the rights in respect of payments due to Lenders holding Loans of any other another Class without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans and unused Commitments (or, if no Revolving Loans are outstanding, the Revolving Commitments) of each the adversely affected ClassClass of Loans, or (v) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) , respectively. Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents any provision of this Agreement may be made with amended by an agreement in writing entered into by the consent of Borrower, Holdings, the Borrower Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent, Issuing Bank or the Swingline Lender) if (i) by the terms of such agreement the Commitments of each Lender not consenting to the extent necessary amendment shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to integrate any Incremental Term Commitments it or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableaccrued for its account under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Amis Holdings Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower or Holdings in any case shall entitle Holdings or the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower, Holdings 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 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 the definition of the term "Required Lenders," or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the CollateralGuarantees, without the prior written consent of each Lender, (iv) amend or modify the definition of the term "Majority Facility Lenders" without the prior written consent of each Lender affected thereby, (v) release all or substantially all of the Collateral without the prior written consent of each Lender, (vi) 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, Class or (vvii) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Parent, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings Parent in any case shall entitle the any Borrower or Holdings Parent to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the BorrowerBorrowers, Holdings Parent and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, Lender or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.15 or 9.04(i), the provisions of this Section or the definition of the term "REQUIRED LENDERS" or release any Guarantor or all or substantially all any substantial part of the value of the Guarantees Collateral (other than in connection with the any sale of such Guarantor in a transaction Collateral permitted by Section 6.05) or all or substantially all of the Collateralunder this Agreement), 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrower, Holdings or Polo Holdings in any case shall entitle the Borrower Borrower, Holdings or Polo Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings, Polo Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the any 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 all or substantially all of the value of the Guarantees (other than in connection with of the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors under the Guarantee and Collateral Agreement or all or substantially all of the CollateralCollateral (except as provided in the First Lien Intercreditor Agreement), 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Initial Term Loan Commitments and Revolving Credit Delayed Draw Term Loan 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, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablecase may be.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings the Guarantor in any case shall entitle the Borrower or Holdings the Guarantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings the Guarantor 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 scheduled pursuant to Section 2.11 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment 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) 2.17 or 9.04(i), the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “"Required Lenders” ", waive any mandatory prepayment required by Section 2.13 (or amend or modify Section 2.13 if the effect thereof would reduce the amount of, or extend the time for making, any mandatory prepayment required thereby), release the Guarantor or any Subsidiary Guarantor or all or any substantial part of the Collateral, or amend or modify the provisions of Section 4.02(d), (e), (f), (j), (k), (o), (p), (q) or (u) without the prior written consent of each Lender or (it being understood iv) increase the aggregate amount of the Commitments, amend or modify the definition of the term "Borrowing Base" or any of the defined terms used therein in a manner that with increases the Borrowing Base or amend or modify, or waive any Default resulting from, paragraph (n) of Article VII, without the prior written consent of the Required Supermajority Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: Credit Agreement (PSF Holdings LLC)
Waivers; Amendment. (a) No failure or delay of the Borrower, the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Borrower, the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 9.04(j), the provisions of Section 9.04(j) or this Section, the provisions definition of this Section the term "Required Lenders" or release all or substantially all any Guarantor whose total assets represent at the time of such release more than 10% of the value total assets of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Borrower and its consolidated Subsidiaries or all or substantially all any substantial part of the Collateral, Collateral without the prior written consent of each Lender, (iv) waive or change the provisions allocation between Tranche A Term Loans and Tranche B Term Loans of any prepayment pursuant to Section 2.12 or 2.13 without the prior written consent of (A) Lenders holding at least 66-2/3% of the aggregate outstanding principal amount of the Tranche A Term Loans and (B) Lenders holding at least 66-2/3% of the aggregate outstanding principal amount of the Tranche B Term Loans (v) amend Section 2.13(l) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans or (vi) permit any other credit facility or any new tranche of Loans hereunder to be secured by the Collateral except as expressly permitted herein without the approval of Lenders having Loans (excluding Swingline Loans), L/C Exposures, Swingline Exposures and unused Revolving Credit Commitments and Term Loan Document in a manner Commitments representing at least 66-2/3% of the sum of all such Loans, Exposures and Commitments outstanding at such time; provided further that (i) no such agreement that by its terms adversely affects the rights of the Revolving Credit Lenders, the Tranche A Lenders or the Tranche B Lenders in respect of payments due to Lenders holding Loans of one Class differently a manner different from its effect on the rights other classes of Lenders holding Loans of any other Class without the prior written consent of Lenders holding shall become effective unless approved by a majority in interest of the outstanding Loans and unused Commitments class or classes of each Lenders so adversely affected Class, (vvoting as a single group) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(iand (ii) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) . Notwithstanding the foregoing, technical if the Borrower shall request the release of any Collateral to be sold as part of any Asset Sale and conforming modifications shall deliver to the Loan Documents may be made Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement, the Collateral Agent, if satisfied that the applicable certificate is correct, shall, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicablerelease of such Collateral.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of any Loan 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(j) 2.18 or 9.04(i), the provisions of this Section 9.08, the definition of the term "Required Lenders", or release all or substantially any substantial part of the Collateral, other than the Permitted Release, or release any Guarantor or Gilbert Guarantor from the Guarantee Agreement or Gilbert Xxxxxntee Agreement, as applicable, unless all ox xxxxxantially all of the value of the Guarantees (other than in connection with the sale Capital Stock of such Guarantor or Gilbert Guarantor is sold in a transaction permitted by Section 6.05) or all or substantially all of the Collateralxxxx Xxreement, without the prior written consent of in 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” case without the prior written consent of each Lender or (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall iv) amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Agent or any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Agent or each Issuing Bank or the Swingline LenderBank.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, by Mortgagee or any Lender or the Issuing Bank other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Document Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders Mortgagee or any other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document Mortgage or consent to any departure by the Borrower or any other Loan Party Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 8.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Mortgagor in any case shall entitle the Borrower or Holdings any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Mortgagee and Mortgagor, subject to any consent required in accordance with Section 10.08 of 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 Credit Agreement. Mortgagee may conclusively rely on any Loan or any date for reimbursement a certificate of an L/C Disbursement, or waive or excuse officer of Mortgagor as to whether 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 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 amendment contemplated by this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.058.5(b) 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lenderis permitted.
(c) Notwithstanding the foregoing, technical and conforming modifications anything to the Loan Documents contrary contained herein, Mortgagee may be made grant extensions of time or waivers of the requirement for creation of perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the date hereof for the perfection of security interests in the assets of Mortgagor on such date) where it reasonably determines, in consultation with the consent Borrower, that perfection or obtaining of such items cannot be accomplished by the Borrower and time or times at which it would otherwise be required by this Mortgage or the Administrative Agent to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving other Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicableDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay on the part of any Agent, the Administrative Agent, the Collateral Facing Agent, the Swingline Lender or 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 discontinuation of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Administrative Agent, the Collateral Facing Agent, the Issuing Bank Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Parties therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be ------------- effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings Loan Parties in any case shall entitle the Borrower or Holdings Loan Parties to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement or any of the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the BorrowerBorrower and the Required Lenders and (ii) in the case of any other Loan Document, Holdings and pursuant to an agreement or agreements entered into by the parties to such Loan Document, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the -------- ------- principal amount of, or extend the final scheduled 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 DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the amount of or extend the termination date of the Commitment or decrease or extend the date for payment of any Fees of Fee owing to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements sharing provisions of Section 2.17, 2.17 or ------------ the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.Section
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; 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 forgive 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 adversely affected therebythereby (it being understood that any change to the component definitions of the financial covenants contained in Article VI shall only require the consent of the Borrower and the Required Lenders), (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) (it being understood that any change to Section 6.05 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (viv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section may be amended to reflect such extension of credit); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hawkeye Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders and Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph Section 10.08(b) or (bc) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders (except as provided to the contrary under Section 2.19, Section 2.20 or Section 2.21, clause (b)(i), clause (b)(ii), clause (b)(iv), clause (b)(viii) or clause (b)(ix) below, clause (b)(w) or clause (b)(z) below, or clause (c), clause (d) or clause (e) below, which, in each case, shall only require the consent of the Lenders or the Administrative Agent, as applicable, as expressly set forth therein and not Required Lenders) (provided that amendments to the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement shall require the agreement of the Loan Parties (or any of them) only to the extent required pursuant to the terms thereof); provided, however, that no such agreement shall shall:
(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any fee or any interest on any Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment or any part thereofthereof (other than with respect to any default interest), or decrease the amount of any fee or the rate of interest on any Loan or L/C Disbursement(other than with respect to any default interest), without the prior written consent of each Lender directly adversely affected therebythereby (it being understood that (x) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and (y) any change to the definition of “First Lien Leverage Ratio”, “Senior Secured Leverage Ratio” or “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest),
(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 (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender, ),
(iii) amend or modify the pro rata requirements of Section 2.172.13(c) or Section 2.14, the provisions of Section 9.04(j10.04(j) or the provisions of this Section 10.08 or release all or substantially all of the value of the Guarantees Guarantors (other than in connection with the sale of such Guarantor Guarantors in a transaction permitted by Section 6.057.04 or 7.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, Lender directly and adversely affected thereby,
(iv) change the provisions (A) amend, waive or otherwise modify any term or provision of any Loan Document which directly affects Lenders under any Class of Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Credit Commitments or Other Revolving Loan Commitments and does not directly affect Lenders under any other Facilities, in a manner each case, without the written consent of the Required Class Lenders in respect of such Class of Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Credit Commitments or Other Revolving Loan Commitments (and, in the case of multiple Classes which are so affected, the Required Class Lenders in respect of each such Class); provided, however, that by its terms the amendments, waivers and modifications described in this clause (iv)(A) for any Class shall not require the consent of any Lenders other than the applicable Required Class Lenders of such Class, (B) amend, waive or otherwise modify any term or provision of any Loan Document (including the availability and conditions to funding under Section 2.19 with respect to Incremental Term Loans and Incremental Revolving Commitments and the rate of interest applicable thereto) which directly affects Lenders of one or more Classes of Incremental Term Loans or Incremental Revolving Commitments and does not directly affect Lenders under any other Facility, in each case, without the written consent of the Required Class Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments (and, in the case of multiple Classes which are so affected, the Required Class Lenders in respect of each such Class); provided, however, that the amendments, waivers and modifications described in this clause (iv)(B) for any Class shall not require the consent of any Lenders other than the applicable Required Class Lenders of such Class, or (C) amend, waive or otherwise modify any term or provision of any Loan Document which directly and adversely affects the rights of Lenders under any Class of Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Credit Commitments or Other Revolving Loan Commitments in respect of the perfection and priority of the security interest in the Collateral, the priority of payments due or, to the extent applicable, the pro rata share of payments, in each case, of such Lenders holding Loans of one Class differently from in a manner different and adverse than such amendment, waiver or modification affects the corresponding rights of Lenders holding Loans of under any other Class of Loans or Commitments in respect of the perfection and priority of the security interest in the Collateral, the priority of payments or, to the extent applicable, the pro rata share of payments, in each case, of any such other Class of Loans or Commitments, without the prior written consent of the Required Class Lenders holding a majority in interest with respect to each such Class of the outstanding Loans and unused Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Credit Commitments of each adversely affected Class, or Other Revolving Loan Commitments,
(v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(i10.04(i) without the written consent of such SPC or SPV,
(vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that that, with the consent of the Required LendersLenders (if such consent is otherwise required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereofClosing Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.,
(cvii) Notwithstanding modify the foregoing, technical and conforming modifications to the Loan Documents may be made with definition of “Required Class Lenders” without the consent of the Borrower and the Administrative Agent Required Class Lenders with respect to the extent necessary to integrate any Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term each Class of Loans or Revolving Credit Commitments, as applicable.the definition of
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Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgent or any Lender, any Issuing Bank or the Collateral Agent, any Lender or the Issuing Bank Agent in exercising any power or right hereunder or under any other Loan Credit 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, Agent and the Collateral AgentLenders, the Issuing Bank Banks and the Lenders Collateral Agent hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings any Credit Party in any case shall entitle the Borrower or Holdings such Credit Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Credit Document, nor any provision hereof or thereof, may be waived, amended or modified (including by the release of any Obligations of any Credit Party under a Credit Document) except pursuant to an agreement or agreements in writing entered into by the Borrowerby, Holdings or approved in writing by, ASI, any other affected 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 (it being understood that, for purposes of this clause, principal payments required by Section 2.06 and reductions of the Periodic Access Loan Commitments required by Section 2.10(b), and any related principal payments required by paragraph (b)(ii) of Section 2.11, shall constitute scheduled principal payments; but principal payments required by paragraphs (b)(i) and (iii), (c), (d) and (e) of Section 2.11 shall not constitute scheduled principal payments) or date for the payment of any interest on in respect of, any Loan 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 adversely affected thereby, (ii) increase the amount of any Commitment of or impose any additional obligations on any Lender without the prior written consent of such Lender, or extend the any 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 2.15, the provisions of this Section or release all or substantially all the definition of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral"Required Lenders", without the prior written consent of each affected 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, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.,
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any 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 adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment 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 9.08, the definition of the term "Required Lenders" or release all or substantially all of the value of the Guarantees any Guarantor (other than in connection 92 87 with the sale of such Guarantor in a transaction permitted by Section 6.05hereunder) or all or substantially all any substantial part 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 payments due to Lenders holding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans (as used in this Section, each a "Class" of one Class Loans) differently from the rights in respect of payments due to Lenders holding Loans of any other Class of Loans without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans and unused Commitments (or, if no Revolving Loans are outstanding, the Revolving Commitments) of each the adversely affected ClassClass of Loans, (v) change the rights of the Lenders holding Tranche B Term Loans to reject prepayments under Section 2.13(j) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans or (vi) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof)SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, respectively.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
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Samples: Credit Agreement (Fairchild Semiconductor International Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest on on, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive 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 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 all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof-(162-); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative 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 that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.be
(b) Neither Subject to Section 2.24, 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 Borrower, Holdings Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; 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 forgive 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 adversely affected therebythereby (it being understood that any change to the component definitions of the financial covenants contained in Article VI shall only require the consent of the Borrower and the Required Lenders), (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) (it being understood that any change to Section 6.05 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the value of the Guarantees (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) Guarantors 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 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) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (viv) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments extensions of credit thereunder on the date hereofhereof and this Section may be amended to reflect such extension of credit); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.
(c) 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 Incremental Term Commitments or Incremental Revolving Credit Commitments on substantially the same basis as the Term Loans or Revolving Credit Commitments, as applicable.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hawkeye Holdings, Inc.)