Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that: (a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document; (b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party; (c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness; (d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent; (e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and (g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 6 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2provided that the waiver of default interest shall only require the consent of the Majority Lenders), (iii) increase postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including, without limitation, the aggregate Commitments Maturity Date (except pursuant to Section 2.16it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Majority Lenders), (iv) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Majority Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, or (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fd) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(ge) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 4 contracts
Samples: Commitment Increase Agreement and Second Amendment (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Waivers and Amendments. No amendment Except as provided elsewhere in this Agreement, with the written consent of the Company and Purchasers, and, if and as specifically set forth below, SVB and AEI, holding more than fifty percent (50%) of the then-outstanding shares of Registrable Securities and Preferred Stock (on an as-converted basis) held by all Purchasers, and, if an as specifically set forth below, SVB and AEI, the obligations of the Company and the rights of the Purchasers, SVB and AEI under this Agreement may be waived (either generally or waiver in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent, the Company, when authorized by resolution of the Board, may amend this Agreement or enter into a supplementary agreement for the purpose of adding any provisions to this Agreement; provided, however, that no obligation of any provision Holder may be increased and no new obligation may be added without the written consent of such Holder; provided, further, that Sections 7 and 8 of this Agreement may only be amended, waived, or otherwise changed with the prior written consent of (1) the Founder, (2) the Company and (3) Purchasers, and, if and as specifically set forth below, SVB and AEI, holding more than fifty percent (50%) of the then-outstanding shares of Registrable Securities and Preferred Stock (on an as-converted basis) held by all Purchasers, and, if and as specifically set forth below, SVB and AEI. Notwithstanding anything to the contrary set forth in this Section, the shares of the Company’s capital stock issuable to SVB or AEI upon exercise of their respective warrants will not be counted or included as shares entitled to participate in any other Credit Document vote, agreement or consent approving same unless and until such warrants have been exercised with respect to such shares and, in such case, those shares held by SVB will only be counted or included as shares entitled to participate in any vote, agreement or consent, with respect to Sections 3.2 through 3.10, 4, 6, 9 and 10 of the Agreement (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreementsor their successor provisions), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless as the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased amended or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition restated from time to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under time. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or any other Credit Document;
(f) no terminated orally, but only by a signed statement in writing. Any amendment, waiver or consent shallsupplementary agreement effected in accordance with this paragraph shall be binding upon each Purchaser of any Registrable Securities then outstanding, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties each future holder of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing Registrable Securities and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsCompany.
Appears in 3 contracts
Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Force10 Networks Inc), Investors’ Rights Agreement (Force10 Networks Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Loan Document (other than Bank Product Agreements or the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor and no consent with respect to any departure by any Credit Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, however, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders directly affected thereby and the Borrower, do any of the following:
(ia) increase or extend any Revolver Commitment of any Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender,
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(c) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any Loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;Loan Document,
(d) no Commitment of a Lender or change the Pro Rata Share that is required to take any obligations of a Lender may be increased or extended without such Lender’s written consent;action hereunder,
(e) no amendmentamend, waivermodify, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties eliminate any of the Administrative Agent under this Agreement provisions of Section 9.1 or any other Credit Document;the definition of Eligible Transferee with respect to assignments to or participations with a Loan Party or Affiliates of a Loan Party,
(f) no amendment, waiver amend or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under modify this Agreement Section or any provision of the Agreement providing for consent or other Credit Document; andaction by all Lenders,
(g) no amendmentother than as permitted by Section 10.12, waiver or consent shall, unless release Agent’s Lien in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence Collateral,
(h) change the definition of obligations owed to it under Hedging Arrangements “Required Lenders” or Banking Services Obligations.“Pro Rata Share”,
(i) other than as permitted by Section 10.12, contractually subordinate any of the Agent’s Liens, (j) other than as permitted by Section 10.12, release any Loan Party from any obligation for the payment of money, or
Appears in 3 contracts
Samples: Credit Agreement (Ares Commercial Real Estate Corp), Credit Agreement (Ares Commercial Real Estate Corp), Credit Agreement (Ares Commercial Real Estate Corp)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Autoborrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:that (subject to Section 2.14 with respect to any Defaulting Lender):
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Term Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Notes, including, without limitation, the Term Maturity Date, or (iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on Revolving Notes, including, without limitation, the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof to increase the principal prepayment amounts, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Advances that are required to be paid in any given year, (vi) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.11(b), ; (viiviii) amend the definitions of “Majority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders”, or “Maximum Exposure Amount”, ; or (viiiix) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders, it being understood that, if the excess of the Revolving Outstandings is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority Revolving Lenders in addition to all other consents required hereunder;
(f) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders;
(g) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fh) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gi) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement AgreementsLetters), nor consent to any departure by any Credit Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, waiver or consent shall, unless in writing without the consent of each Lender directly and signed by all the Revolving Lenders and the Borroweradversely affected thereby, (i) reduce the principal amount of, or rate of interest on, the Revolving Advances (provided that, other than the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion Default Rate of interest on the Revolving Advances resulting from Section 2.9(ewhich may be reduced or waived by the Majority Lenders)), or (ii) change ; provided that the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders Administrative Agent and the BorrowerBorrower may, do without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the following: (iother Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 2.03(c)(vii) waive any in accordance with the terms of the conditions specified in Section 3.1 or Section 3.2such Section, (ii) reduce the amount of any fees or other amounts payable hereunder or under any other Credit Loan Document (other than those specifically addressed above in this Section 9.29.03), (iii) increase amend, waive or consent to depart from any of the aggregate Commitments conditions specified in Section 3.01 (except pursuant other than such conditions which are expressly noted to Section 2.16be subject to Majority Lenders’ approval), (iv) amend increase the Maximum Credit Amount or any obligations of any Lender, (v) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 2.13(f9.03), including an extension of the Maturity Date (other than as set forth in the definition of “Maturity Date” as in effect on the Amendment No. 6 Effective Date) or the Commitment Termination Date, or (vi) amend, waive or consent to depart from Section 7.62.13(e) or Section 7.06;
(b) no amendment, waiver or consent shall, unless the same shall be in writing and signed by each Lender, (i) except as permitted under Section 8.11(b), release all or substantially all of the Guarantors from their obligations under any Guaranty or, except as specifically provided in the Loan Documents and as a result of transactions permitted by the terms of this Agreement, release all or substantially all of the Collateral; (ii) increase the Borrowing Base, or (iii) amend the definitions of “Majority Lenders”, “Required Lenders” or “Credit Exposure”, this Section 9.2, Section 9.7(a)(v) 9.03 or any other provision in any Credit Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder (other than as provided in clause (c) below);
(c) no amendment, waiver or consent shall, without the consent of the Required Lenders, (i) decrease or maintain the Borrowing Base or (ii) amend, waive or consent to depart from any other provision in this Agreement which expressly requires the consent of, or action or waiver by, the Required Lenders, including, without limitation, Section 2.02 (except for such provisions in Section 2.02 which expressly require consent of all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(cd) no amendment, waiver, or consent shall, unless in writing and signed by each Lender Swap Counterparty directly affected therebythereby in addition to the Lenders required above to take such action, materially, adversely and disproportionately affect (i) postpone any date fixed for any interest, fees or such Lender Swap Counterparty as compared to the other amounts payable hereunder or extend the Maturity Date, Secured Parties or (ii) subordinate payment of the Obligations Lender Swap Counterparties as compared to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consentthe Lenders;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Loan Document;; and
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Loan Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Penn Virginia Corp), Master Assignment, Borrowing Base Increase Agreement, and Amendment No. 6 to Credit Agreement (Penn Virginia Corp)
Waivers and Amendments. (i) No amendment failure or delay (whether by course of conduct or otherwise) by the Holders in exercising any right, power or remedy which they may have under any of the Transaction Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by the Holders of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of this Agreement or any other Credit Transaction Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor no consent to any departure by any Credit Party therefrom, therefrom shall in any event ever be effective unless the same shall be it is in writing and signed by both of the Majority Lenders Tranche A Requisite Holders and Tranche B Requisite Holders (except waivers under Section 5.1 and Section 5.2, which require the Borrowerconsent of the Tranche B Requisite Holders only), and may be given or withheld in their independent, sole and absolute discretion, and then such waiver or consent shall be effective only in the specific instance instances and for the specific purpose purposes for which given; provided that:given and to the extent specified in such writing. Any such waiver of consent given by the Requisite Holders or the Tranche B Requisite Holders, as applicable, in accordance with this Section 9.1(a) shall be binding on all Holders. This Agreement and the other Transaction Documents set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof. THIS WRITTEN AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR ANY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS.
(aii) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders This Agreement and the BorrowerTransaction Documents may be amended, (i) reduce but only with the principal of, or interest onwritten consent of each of the Issuer, the Revolving Advances Guarantor and the Requisite Holders (provided thatexcept waivers under Section 5.1 and Section 5.2, which require the consent of the Majority Lenders shall be sufficient Tranche B Requisite Holders only). Notwithstanding the prior sentence, no such amendment shall:
(A) increase any commitment to waive or reduce purchase additional Notes of any Holder without the increased portion written consent of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documentsuch Holder;
(bB) no amendment, waiver, or consent shall, unless in writing and signed by all treat the Lenders and the Borrower, do Holder of any tranche of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires Notes disproportionately without the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Partysuch Holder;
(cC) no amendmentamend, waiver, modify or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, otherwise affect the rights or duties of the Administrative Collateral Agent under this Agreement or any other Credit Document;hereunder without the prior written consent of the Collateral Agent; or
(fD) no amendment, waiver modify or supplement Article 10 without the prior written consent shall, unless in writing and signed by of the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; andGuarantor.
(giii) no amendment, waiver or consent shall, unless in writing For purposes of clarification and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender amendment shall:
(A) reduce or forgive the principal amount of any tranche of Notes or reduce the rate of interest thereon, or reduce or forgive any fees payable hereunder, without the consent of the Requisite Holders;
(B) postpone the scheduled date of payment of the principal amount of any tranche of Notes, or any Affiliate of a Lender shall have any voting rights under this Agreement interest thereon, or any Credit Document as a result fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any commitment to purchase notes, without the consent of the existence Requisite Holders;
(C) alter the manner in which payments or prepayments of obligations owed principal, interest or other amounts hereunder shall be applied as among the Notes, without the consent of the Requisite Holders;
(D) change any of the provisions of this Section 9.1, the definition of Tranche A Requisite Holders, Tranche B Requisite Holders or Requisite Holders or any other provision hereof specifying the number or percentage of Notes required to it waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of the Requisite Holders; or
(E) release any Guarantor from any of its guarantee obligations, release the Issuer or any Guarantor from any Security Document, modify, amend, restate or amend and restate any Security Document, or release any Collateral from the lien of any Security Document, in each case without the consent of the Requisite Holders (and if any release of Collateral is required pursuant to the terms of the Transaction Documents, then any instruction to the Collateral Agent in respect of such release shall be provided by the Requisite Holders, except for releases in connection with the sale of assets, in which case the Tranche B Requisite Holders and, to the extent that Holdings II is entitled to consent to the transfer of such assets pursuant to Section 8E(i) of the Investor Rights Agreement, the Tranche A Requisite Holders, shall provide the requisite instruction to the Collateral Agent).
(iv) The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Holders at law or in equity or otherwise.
(v) In determining whether the requisite Holders of Securities have given any authorization, consent or waiver under Hedging Arrangements or Banking Services Obligationsany Transaction Document, any Securities owned by Issuer shall be disregarded and deemed not to be outstanding.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Spirit Airlines, Inc.), Securities Purchase Agreement (Spirit Airlines, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Loans, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Loans, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvi) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of collateral, if any, securing the Collateral except as permitted under Section 8.7(b), Obligations; or (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;; and
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Lenders under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Carbo Ceramics Inc), Restructuring Support Agreement (Carbo Ceramics Inc)
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b), (c) and (d), any term, covenant or waiver of any provision condition of this Agreement agreement may only be amended with the consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatof each Lender, no such amendment or waiver shall:
(ai) no amendmentincrease the amount of the Credit Facility or the amount of the Individual Commitment of any Lender (other than as contemplated in Sections 1.13, waiver2.03, 8.03 and 15.06);
(ii) extend the Maturity Date or consent shallthe time for the payment under Section 9.01;
(iii) extend the time for the payment of the interest on any Loan, unless forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in writing and signed by all respect thereof (other than payments pursuant to Section 1.13(d));
(iv) change the Revolving percentage of the Lenders' requirement to constitute the Majority Lenders and or otherwise amend the Borrower, definition of Majority Lenders;
(iv) reduce the principal ofstated amount of any fees to be paid pursuant to Article 7 of this agreement;
(vi) permit any subordination of the indebtedness hereunder;
(vii) release or discharge, in whole or interest onin part, the Revolving Advances liability or obligations of the Guarantor under the Guarantee;
(provided thatviii) alter the terms of any provision hereof to the extent that such provision provides for the consent or approval of all of the Lenders to any action or course of action; or
(ix) alter the terms of this Section 14.14.
(c) Without the prior written consent of the Agent, no amendment to or waiver of Sections 14.01 through 14.13 or any other provision hereof to the extent it affects the rights or obligations of the Agent shall be effective.
(d) Notwithstanding Sections 14.14(a) and (b), an amendment of the Agency Fee Agreement shall only require the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders Borrower and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing Agent and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender compliance therewith may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed waived by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsalone.
Appears in 2 contracts
Samples: Term Credit Agreement (Potash Corp of Saskatchewan Inc), Term Credit Agreement (Potash Corporation of Saskatchewan Inc)
Waivers and Amendments. (a) Subject to Sections 14.14(b) - (d) any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility whether before or after acceleration;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) release any of the Guarantees in whole or in part; or
(vii) alter the terms of this Section 14.14.
(c) The Borrower may at any time that no Default or Event of Default has occurred and is continuing, by written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 14.14(b). A copy of the Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within 10 Banking Days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) if Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Banking Day after the Unanimous Lender Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 16.5(c) . If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 16.5(c) . Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the Acquisition Deadline and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired, the Unanimous Lender Request shall be deemed to have been consented to by all of the Lenders.
(e) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement or the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(f) Notwithstanding any other Credit Document (other than the Fee Letterprovision hereof, no Defaulting Lender shall have any AutoBorrow Agreementright to approve or disapprove any amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in hereunder, except that the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Individual Commitment of a Lender or any obligations of a such Lender may not be increased or extended without the consent of such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Loan Agreement (Silver Wheaton Corp.), Bridge Loan Agreement (Silver Wheaton Corp.)
Waivers and Amendments. No amendment This Purchase Agreement and the corresponding terms of each Note may be amended, modified, or terminated, and the observance of any term of this Purchase Agreement may be waived, with respect to all parties to this Purchase Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Investors of Notes representing a majority of the aggregate principal amount then outstanding under all of the Notes (such Investors, the “Required Holders”), provided, that no such amendment, modification or waiver shall be effective to the extent such amendment, modification or waiver (i) adversely affects the rights of any provision Investor in a manner different from those of this Agreement or any other Credit Document such consenting Investors (other than differences related to the Fee Letter, any AutoBorrow Agreement, Letter different principal amounts or issue dates of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(aNotes) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))each such differently affected Investor, or (ii) change alters or eliminates the number unpaid principal and/or accrued and unpaid interest of Revolving Lenders which an Investor’s Note without the consent of such Investor, and provided, further, that the approval of the Required Holders shall not be required for the Revolving Lenders addition of additional Investors as parties to take this Purchase Agreement so long as the aggregate principal amount of the Notes issued at all Closings is consistent with the terms of this Purchase Agreement. The Security Agreement may be amended, waived or otherwise modified as provided therein. No waivers of or exceptions to any action hereunder term, condition or under provision of this Purchase Agreement, in any other Credit Document;
(b) no amendmentone or more instances, waivershall be deemed to be, or consent shallconstrued as, unless in writing and signed by all the Lenders and the Borrowera further or continuing waiver of any such term, do any of the following: (i) waive any of the conditions specified in Section 3.1 condition or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsprovision.
Appears in 2 contracts
Samples: Senior Secured Note Purchase Agreement (Zapata Computing Holdings Inc.), Senior Secured Note Purchase Agreement (Andretti Acquisition Corp.)
Waivers and Amendments. (a) Subject to Sections 14.14(b) - 14.14(d) any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate or amount of interest thereon, or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility or amend or waive any provision providing for the pro rata nature of payments to, or distributed by, the Lenders;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) permit any subordination of any of the Obligations;
(vii) other than pursuant to Section 14.21, release or discharge any of the Guarantees, in whole or in part; or
(viii) alter the terms of this Section 14.14 or the fourth sentence of Section 15.5(c).
(c) The Borrower may at any time, by written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 14.14(b). A copy of the Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion and provided there is any Default outstanding hereunder, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within 15 days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) if Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Business Day after the Unanimous Lender Response Period, the Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Finance Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the giving of the Acquisition Notice in accordance with the procedures set out in Section 15.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Finance Documents on the date which is fifteen days following the giving of the Acquisition Notice in accordance with the procedures set out in Section 15.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the giving of the Acquisition Notice and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment and/or acquisition as set forth above.
(e) No amendment to or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Overdraft Lender shall have any voting rights under this Agreement or any Credit Document as a result be effective without the prior written consent of the existence of obligations owed to it under Hedging Arrangements Administrative Agent or Banking Services Obligationsthe Overdraft Lender, as the case may be.
Appears in 2 contracts
Samples: Loan Agreement (Yamana Gold Inc), Loan Agreement (Yamana Gold Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving US Lenders and the Borrower, US Borrower (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall in addition to such other parties that may be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from required under this Section 2.9(e)9.2), or (ii) change the number of Revolving US Lenders which shall be required for the Revolving US Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Loan Lenders and the US Borrower (in addition to such other parties that may be required under this Section 9.2), change the number of Term Loan Lenders which shall be required for the Term Loan Lenders to take any action hereunder or under any other Credit Document;
(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian Lenders and the Canadian Borrower, change the number of Canadian Lenders which shall be required for the Canadian Lenders to take any action hereunder or under any other Credit Document;
(d) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and both Borrowers, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees the principal or other interest amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 9.22.10(a)), (iii) increase the aggregate Commitments (except pursuant to Section 2.162.17), (iv) amend Section 2.13(f2.14(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) other than as a result of acceleration pursuant to Article VII, change the Maturity Date with respect to the Term Loan Facility to a date that is earlier than one day after the then effective Maturity Date with respect to the US Facility and Canadian Facility, amend the amortization schedule thereof to increase the quarterly installment amounts, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Loan Advances that are required to be paid in any given year, (vi) release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the US Borrower from its obligations under the US Guaranty, (vivii) release all or substantially all of the Collateral except as permitted under Section 8.7(b), or (viiviii) amend the definitions of “Majority Lenders”, “US Majority Lenders”, “Term Loan Majority Lenders”, “Canadian Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(ce) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity DateDate with respect to US Advances or Canadian Advances, or (ii) subordinate payment of the Obligations to reduce any fees or other amounts payable hereunder or under any other IndebtednessCredit Document (other than the principal or interest) with respect to US Advances or Canadian Advances;
(df) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Loan Lenders, do any of the following: (i) reduce the principal of, or interest on, the Term Loan Advances, or (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Loan Advances, including, without limitation, the Maturity Date;
(g) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(eh) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the such Administrative Agent under this Agreement or any other Credit Document;
(fi) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gj) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Engagement Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
, no such agreement shall (a) no amendment, waiver, or increase the Commitment of any Lender (including any Defaulting Lender) without the written consent shall, unless in writing and signed by all the Revolving Lenders and the Borrowerof such Lender, (ib) increase the aggregate Revolving Commitments other than pursuant to Section 2.1(c) as in effect on the date hereof without the written consent of each Lender (including any Defaulting Lender), (c) reduce the principal of, amount of any Advance (other than prepayments or interest on, repayments in accordance with the Revolving Advances (provided that, the consent terms of the Majority Lenders shall be sufficient to waive this Agreement) or reduce the increased portion amount of or rate of interest on the Revolving Advances resulting from Section 2.9(e))thereon, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees payable hereunder, without the written consent of each Lender (including any Defaulting Lender) affected thereby, (d) postpone the scheduled date of payment of the principal amount of any Advance, or other amounts any interest thereon, or any fees payable hereunder hereunder, or under reduce the amount of, waive or excuse any other Credit Document such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (other than those specifically addressed above in this including any Defaulting Lender) affected thereby, (e) change Section 9.22.13(f), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.5(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vf) amend, modify or waive any provision in a manner that would alter the pro rata sharing of payments to or disbursements by Lenders required thereby, without the written consent of each Lender (including any Defaulting Lender), (g) release all or substantially all of the Guarantors from their respective obligations under value of the Guaranty except as specifically provided in without the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all written consent of the Collateral each Lender except as permitted under Section 8.7(b), 8.10(b) or (viih) amend change any of the definitions provisions of this Section or the definition of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any Secured Party;
(c) no amendmentrights hereunder or make any determination or grant any consent hereunder, waiver, or without the written consent shall, unless in writing and signed by of each Lender directly affected thereby(including any Defaulting Lender); provided further that no such agreement shall amend, (i) postpone any date fixed for any interest, fees modify or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, otherwise affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendmentAgent, waiver or consent shall, unless in writing and signed by the Issuing Lenders or the Swingline Lender in addition to hereunder without the Lenders required above to take such actionprior written consent of the Administrative Agent, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to Lender, as the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationscase may be.
Appears in 2 contracts
Samples: Credit Agreement (Helmerich & Payne, Inc.), Credit Agreement (Helmerich & Payne Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Autoborrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:that (subject to Section 2.14 with respect to any Defaulting Lender):
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Term Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Notes, including, without limitation, the Term Maturity Date, or (iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on Revolving Notes, including, without limitation, the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the CapEx Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the CapEx Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the CapEx Notes, including, without limitation, the CapEx Maturity Date, or (iii) change the number of CapEx Lenders which shall be required for the CapEx Lenders to take any action hereunder or under any other Credit Document;
(d) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date or the CapEx Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof to increase the principal prepayment amounts, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Advances or CapEx Advances that are required to be paid in any given year, (vi) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.11(b), ; (viiviii) amend the definitions of “Majority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders”, “Majority CapEx Lenders” or “Maximum Exposure Amount”, ; or (viiiix) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(ce) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender’s written consent;
(f) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected therebythe Majority Revolving Lenders, the Majority CapEx Lenders and the Majority Term Lenders adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders and the CapEx Lenders, it being understood that, if the amount of (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or lesser of the Borrowing Base and the aggregate Revolving Commitments minus (ii) subordinate payment the Revolving Outstandings is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Obligations Majority Revolving Lenders in addition to any all other Indebtednessconsents required hereunder;
(dg) no Commitment of a Lender amendment, waiver, or any consent shall, unless in writing and signed by the Majority Revolving Lenders, the Majority CapEx Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the CapEx Lenders in a Lender may be increased manner substantially different from the effect of such amendment, waiver or extended without such Lender’s written consentconsent on the Revolving Lenders and the Term Lenders, it being understood that, if the amount of (i) the aggregate CapEx Commitments minus (ii) the outstanding principal amount of the CapEx Advances is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority CapEx Lenders in addition to all other consents required hereunder;
(eh) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders, the Majority CapEx Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders and the CapEx Lenders;
(i) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fj) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gk) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Waivers and Amendments. (a) No amendment amendment, modification, restatement, supplement, termination, or waiver of or to, or consent to any departure from, any provision of this Agreement or any the other Credit Document Loan Documents (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by or on behalf of the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders affected thereby and the Borrower, do any of the following:
(i) increase or extend any Commitment of any Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Commitment of any Lender,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Loan Document (other than those specifically addressed above except in this connection with the waiver of applicability of Section 9.22.5 (which waiver shall be effective with the written consent of Required Lenders), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), ,
(iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or change the Pro Rata Share that is required to take any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, hereunder,
(v) release amend or modify this Section or any provision of this Agreement providing for consent or other action by all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, Lenders,
(vi) other than as permitted by Section 10.12, release all or substantially all the Agent’s Lien in and to any of the Collateral except as permitted under Section 8.7(b), Collateral,
(vii) amend the definitions of “Majority Lenders”Section 9.1(a) to permit Borrower, any Guarantor, or “Maximum Exposure Amount”, or any of their respective Affiliates to be permitted to become an Assignee,
(viii) amend change the definitions definition of “Secured Parties”, “Secured ObligationsRequired Lenders” or “Collateral” in a manner materially adverse to any Secured Party;Pro Rata Share”, or
(cix) no other than as permitted by Section 10.12, release Borrower from any obligation for the payment of money.
(b) No amendment, waiver, modification, or consent shallshall amend, unless in writing and signed by each Lender directly affected therebymodify, or waive (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Datedefinition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders), and (ii) subordinate payment any provision of the Obligations Section 10 pertaining to Agent, or any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any the other Credit Document;Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders.
(fc) no No amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such actionAgent, affect the rights or duties of such Issuing Lender Agent under this Agreement or any other Credit Loan Document; and
(g) no . The foregoing notwithstanding, any amendment, waiver modification, waiver, consent, termination, or consent shallrelease of, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such actionor with respect to, affect the rights or duties any provision of such Swingline Lender under this Agreement or any other Credit Document. For Loan Document that relates only to the avoidance relationship of doubtthe Lender Group among themselves, no and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower.
(d) [Intentionally Omitted].
(e) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of one or more other Lenders, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender is unable to make, maintain or fund LIBOR Rate Loans, or (iv) Borrower is required to make additional payments to a Lender or Governmental Authority under Section 10.11 (any Affiliate of such Lender replaced pursuant to this subsection (e) shall be referred to as a “Replaced Lender”); then Agent, upon at least five Business Days prior irrevocable notice to the Replaced Lender, may permanently replace the Replaced Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Replaced Lender shall have any voting rights under this Agreement or any Credit Document as a result no right to refuse to be replaced hereunder. Such notice to replace the Replaced Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Replaced Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Replaced Lender being repaid its share of the existence outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Replaced Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Replaced Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Replaced Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitment, and the other rights and obligations owed of the Replaced Lender hereunder and under the other Loan Documents, the Replaced Lender shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake the Replaced Lender’s Pro Rata Share of Loans.
Appears in 2 contracts
Samples: Credit Agreement (JMP Group LLC), Credit Agreement (JMP Group Inc.)
Waivers and Amendments. No amendment (a) Subject to Section 16.15(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 16.15(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of either Credit Limit or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) alter the amortization schedule set forth in Section 9.1;
(iv) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof;
(v) change the percentage of the Lenders’ requirement to constitute the Majority Lenders;
(vi) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this Agreement;
(vii) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiiviii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)16.20, release or discharge a Guarantee or any Security Document, in whole or in part;
(ivix) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, 16.15;
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viiix) amend the definitions of “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Credit Document”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
Appears in 2 contracts
Samples: Revolving Credit Facility (Gatos Silver, Inc.), Revolving Credit Facility (Gatos Silver, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)Document, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder, (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the value of any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), ; (viiviii) amend the definitions of “Majority Lenders”, “Required Lenders”, “Super-Majority Lenders” or “Maximum Exposure Amount”, each as defined in this Agreement; or (viiiix) amend the definitions of “Secured PartiesObligations”, “Secured Obligations”, “Banking Service Obligations”, “Banking Services Provider” or “Collateral” in a manner materially adverse to any Secured PartySwap Counterparties”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(gf) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Swingline Lender Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender the Administrative Agent under this Agreement or any other Credit Document. For ;
(g) the avoidance consent of doubt, no Lender Required Lenders shall be required with respect to decreases or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result maintenance of the existence Borrowing Base; and
(h) the consent of obligations owed Required Lenders shall be required with respect to it under Hedging Arrangements any waivers or Banking Services Obligationsamendments of Section 2.5(g).
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Term Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section Sections 3.1 or Section 3.2, (ii) reduce any principal, interest, fees (including the Exit Fee and the Upfront Fees) or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2provided that the waiver of default interest shall only require the consent of the Required Lenders), (iii) increase postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including, without limitation, the aggregate Commitments Scheduled Maturity Date (except pursuant to Section 2.16it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Required Lenders), (iv) amend Section 2.13(f2.11(e), Section 7.6, 7.5. this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Required Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, or (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fd) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and[reserved];
(ge) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For for the avoidance of doubt, no Lender amendments made pursuant to Section 2.16 may be made pursuant to agreement or any Affiliate agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of a Lender shall have any voting rights under this Agreement the Required Lenders.
(f) Notwithstanding anything to the contrary contained in the Credit Documents, the Administrative Agent and the Borrower, may amend, modify or supplement any Credit Document as without the consent of any Lender in order to (i) correct, amend, cure or resolve any minor ambiguity, omission, defect, typographical error, inconsistency or other manifest error therein, (ii) add a result guarantor or collateral or otherwise enhance the rights and benefits of the existence Lenders, (iii) make minor administrative or operational changes not adverse to any Lender or (iv) adhere to any local Legal Requirement or advice of obligations owed local counsel. In connection with the foregoing, the Borrower shall deliver to it the Administrative Agent a certificate of a Responsible Officer stating such amendment is permitted under Hedging Arrangements or Banking Services Obligationsthe Credit Documents, upon which the Administrative Agent may conclusively rely.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Term Loan Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement AgreementsLetters), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)Document, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder, (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 10.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under value of any Guaranty (including, for the Guaranty avoidance of doubt, Article 9 hereof) or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), ; (viiviii) amend the definitions of “Majority Lenders”, “Required Lenders”, “Super-Majority Lenders” or “Maximum Exposure Amount”, each as defined in this Agreement; or (viiiix) amend the definitions of “Secured PartiesObligations”, “Secured Obligations”, “Banking Service Obligations”, “Banking Services Provider” or “Collateral” in a manner materially adverse to any Secured PartySwap Counterparties”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(gf) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Swingline Lender Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender the Administrative Agent under this Agreement or any other Credit Document. For ; and
(g) the avoidance consent of doubt, no Lender Required Lenders shall be required with respect to decreases or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result maintenance of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsBorrowing Base.
Appears in 2 contracts
Samples: Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp)
Waivers and Amendments. (a) Subject to Section 14.14(b), any term, covenant or condition of any of the Loan Documents may only be amended with the consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default. Any indulgence by the Lenders or the Majority Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of any Loan Document is not a waiver of the entire term, covenant or condition or any subsequent default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility;
(ii) alter the terms of Section 2.5 or Article 9;
(iii) extend the time of the Maturity Date (other than in accordance with Section 9.2) or for any other payment of the interest or principal on any Loans (including, for certainty, pursuant to a change to the adjustments set out in the definitions of “GHG Adjustment” and “Diversity Adjustment”), extend the time for payment with respect to any Bankers’ Acceptances pursuant to Section 9.4, forgive any portion of interest or principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent;
(iv) consent to any assignment by the Borrower of the Loan Documents or the benefit thereof;
(v) change the percentage of the Lenders required to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(vi) reduce the stated amount of any fees to be paid pursuant to Article 7 of this Agreement;
(vii) permit any subordination of the Borrower Obligations; or
(viii) alter the terms of this Section 14.14(b).
(c) Without the prior written consent of the Agent, no amendment to or waiver of Sections 14.1 through 14.13 or any other provision hereof to the extent it affects the rights or obligations of the Agent shall be effective.
(d) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement the Swingline Lender or any other Credit Document (other than Lender which is a Fronting Lender at the Fee Letter, any AutoBorrow Agreement, Letter time of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such amendment or waiver or consent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the prior written consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsparty.
Appears in 2 contracts
Samples: Second Amending Agreement (Fortis Inc.), Credit Agreement (Fortis Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Term B Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Term B Advances, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Term B Advances, including the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Term B Maturity Date, or (iiiii) change the number of Revolving Term B Lenders which shall be required for the Revolving Term B Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the US Revolving Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or interest on, the US Revolving Advances, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the US Revolving Advances, including the Revolving Maturity Date, or (iii) change the number of US Revolving Lenders which shall be required for the US Revolving Lenders to take any action hereunder or under any other Credit Document;
(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian Lenders and the Canadian Borrower, do any of the following: (i) reduce the principal of, or interest on, the Canadian Advances, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Canadian Advances, including the Revolving Maturity Date, or (iii) change the number of Canadian Lenders which shall be required for the Canadian Lenders to take any action hereunder or under any other Credit Document;
(d) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and both Borrowers, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article III, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.2), (v) other than as a result of acceleration pursuant to Article VII, change the Term B Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof so as to require more than 1% per annum of the aggregate Term B Advances outstanding hereunder, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term B Advances that are required to be paid in any given year, (vi) amend Section 2.13(f2.6(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyDocuments, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), Collateral; or (viiviii) amend the definitions of “Majority Lenders”, “US Revolving Majority Lenders”, “Canadian Majority Lenders”, “Term B Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(de) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ef) no amendment, waiver, or consent shall, unless in writing and signed by the US Revolving Majority Lenders, Canadian Majority Lenders and the Term B Majority Lenders, adversely affect the interests, rights or obligations of the US Revolving Lenders or the Canadian Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term B Lenders, it being understood that, if the excess of the aggregate Revolving Commitments over the aggregate Revolving Outstandings, is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Revolving Majority Lenders in addition to all other consents required hereunder;
(g) no amendment, waiver, or consent shall, unless in writing and signed by the US Revolving Majority Lenders, Canadian Majority Lenders and the Term B Majority Lenders, adversely affect the interests, rights or obligations of the Term B Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders;
(h) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the such Administrative Agent under this Agreement or any other Credit Document;
(fi) no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gj) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Complete Production Services, Inc.), Credit Agreement (Complete Production Services, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Loan Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Loan Document (other than those specifically addressed above in this Section 9.2)applicable to the applicable Lender, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder, (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Loan Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the value of any Guaranty or, except as specifically provided in the Credit Loan Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), ; (viiviii) amend the definitions of “Majority Lenders”, or “Required Lenders”, “Maximum Exposure Amount” or “Pro Rata Share”, or each as defined in this Agreement; (viiiix) amend the definitions of “Secured PartiesObligations”, “Secured Obligations”, “Banking Service Obligations”, “Hedge Obligations” or “Collateral” Swap Counterparties”; or (x) amend the minimum Collateral percentage set forth in a manner materially adverse to any Secured PartySection 5.7;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Loan Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Loan Document; and
(gf) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Swingline Lender Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender the Administrative Agent under this Agreement or any other Credit Loan Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)Document, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder, (v) amend Section 2.13(f2.2(d), Section 2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the value of any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), ; (viiviii) amend the definitions of “Majority Lenders”, “Required Lenders”, “Super-Majority Lenders” or “Maximum Exposure Amount”, each as defined in this Agreement; or (viiiix) amend the definitions of “Secured PartiesObligations”, “Secured Obligations”, “Banking Service Obligations”, “Banking Services Provider” or “Collateral” in a manner materially adverse to any Secured PartySwap Counterparties”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(gf) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Swingline Lender Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender the Administrative Agent under this Agreement or any other Credit Document. For ; and
(g) the avoidance consent of doubt, no Lender Required Lenders shall be required with respect to decreases or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result maintenance of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsBorrowing Base.
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Waivers and Amendments. (a) No amendment failure or delay by any Credit Party in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Credit Parties under the 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 any Loan Document or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Loan Party therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed permitted by the Majority Lenders and the Borrowerparagraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Credit Party may have had notice or knowledge of such Default at the time.
(b) Except as otherwise set forth in this Credit Agreement (including Sections 2.11, 2.12 or 2.13 or as set forth below) or in the other Loan Documents, neither this Credit Agreement, any other Loan Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders, or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided thatthat no such agreement shall:
(ai) no amendment, waiver, extend or increase any Commitment of any Lender without the written consent shall, unless of such Lender (it being understood that a waiver of any condition precedent set forth in writing and signed by all Article 4 or the Revolving Lenders and the Borrower, waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender);
(iii) reduce the principal amount of any Loan, or reduce the rate of any interest, or reduce any fees or other amounts, payable under the Loan Documents, without the written consent of each Credit Party directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend or modify any of the Financial Covenants set forth in Section 7.9, any defined terms used therein or the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate, in each case, notwithstanding the fact that any such amendment or modification actually results in reduction in the rate of interest or fees;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))any Loan, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone the stated termination or expiration of the Commitments or reduce the amount of or postpone the date of any prepayment required by Section 2.7(b) without the written consent of each Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), Party directly and adversely affected thereby;
(iv) amend except as provided in subsection (c) below change any provision hereof in a manner that would alter the pro rata sharing of payments required by Section 2.13(f2.8(b) or the pro rata reduction of Commitments required by Section 2.5(c), Section 7.6, without the written consent of each Credit Party directly and adversely affected thereby;
(v) change any of the provisions of this Section 9.2, Section 9.7(a)(v) or the definition of the term “Required Lenders” or any other provision in hereof specifying the number or percentage of Lenders required to waive, amend or modify any Credit Document which expressly requires the rights hereunder or make any determination or grant any consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, hereunder;
(vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), [reserved];
(vii) amend change the definitions of “Majority Lenders”currency in which any Commitment or Loan is, or “Maximum Exposure Amount”is to be, denominated, or (viii) amend payment under the definitions Loan Documents is to be made without the written consent of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, ;
(iviii) postpone release any date fixed for Guarantor from any interest, fees guarantee under the Guaranty (except as expressly provided therein or other amounts payable hereunder or extend the Maturity Datein Section 9.10), or limit its liability in respect of such guarantee, without the written consent of each Lender; or
(iiix) subordinate in right of payment of the Obligations to any other Indebtedness;
(d) Indebtedness for borrowed money, in each case without the consent of each Lender; and provided, further, that no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, waiver or consent shallshall amend, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of (A) the Administrative Agent, unless in writing executed by the Administrative Agent under this Agreement or and (B) any other Credit Document;Swingline Lender, unless in writing executed by such Swingline Lender, in each case in addition to the Borrower and the Lenders required above.
(fc) Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall, unless in writing hereunder and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shallthat by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, unless except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.
(d) In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing and signed by the Swingline Lender in addition Required Lenders to the Lenders required above to take such actionAdministrative Agent within ten (10) Business Days following receipt of notice thereof. Notwithstanding anything in this Credit Agreement (including, affect the rights or duties of such Swingline Lender under without limitation, this Agreement Section 10.2) or any other Loan Document to the contrary, (i) this Credit Document. For Agreement and the avoidance other Loan Documents may be amended (or amended and restated) to effect an incremental facility, extension facility or specified refinancing facility pursuant to Sections 2.11, 2.12 or 2.13 (and the Administrative Agent and the Borrower may effect such amendments to this Credit Agreement and the other Loans Documents without the consent of doubtany other party as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the terms of any such incremental facility, extension facility or specified refinancing facility); (ii) no Lender consent is required to enter into any intercreditor agreement or effect any Affiliate of a Lender shall have amendment, amendment and restatement or supplement to any voting rights intercreditor agreement or arrangement permitted under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAgreement.
Appears in 2 contracts
Samples: Credit Agreement (TechTarget Holdings Inc.), Credit Agreement (TechTarget, Inc.)
Waivers and Amendments. (a) Subject to Sections 14.14(b)-(c), any term, covenant or condition of any of the Finance Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility or the Security whether before or after acceleration;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definitions of Majority Lenders, Finance Documents, Finance Parties, Secured Obligations or any definitions forming part thereof;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) permit any subordination of any of the Secured Obligations;
(vii) other than pursuant to Section 14.25, release or discharge any of the Security Documents or the Security or any of the Guarantees, in whole or in part, or release any of the Secured Assets from the Security, in whole or in part; or
(viii) alter the terms of this Sections 14.14 or 15.5(a).
(c) No amendment to or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or shall be effective without the prior written consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Sandstorm Gold LTD), Credit Agreement (Sandstorm Gold LTD)
Waivers and Amendments. No amendment or waiver of any provision The provisions of this Agreement may ---------------------- from time to time be amended, modified or waived, if such amendment, modification, or waiver is in writing and consented to by the Guarantor and the Required Banks; provided, however, that no such amendment, modification or -------- ------- waiver:
(1) which would modify any requirement hereunder that any particular action be taken by all Banks or by the Required Banks, shall be effective without the consent of each Bank;
(2) which should extend the Commitment Expiration Date beyond August 26, 2001, which would otherwise substantially modify or waive the Commitment conditions in Section 2(c) hereof, which would materially and adversely modify any of the terms and conditions of the New Loans generally described on Schedule I hereto, or which would modify the No Default Acknowledgment to include within the scope of such acknowledgment the Guarantor's obligations in respect of the payment of interest, fees, expenses, or any other Credit Document (other than obligations except principal or to extend the Fee Letterstated Termination Date beyond December 31, any AutoBorrow Agreement2003, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:consent of each Bank;
(a3) no amendment, waiverwhich would extend the due date for, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal amount of, any of the Fees, shall be effective without the consent of each Bank;
(4) which would extend the due date for, or interest onreduce the amount of, the Revolving Advances obligations to make the Cash Collateral Deposits set forth in Section 5 hereof, shall be effective without the consent of each Bank; or
(provided that5) which would adversely affect the interests, rights, or obligations of the Administrative Agent (in such capacity) other than removal in accordance with Section 11.6 of the Existing Credit Agreement, shall be effective without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAgent.
Appears in 2 contracts
Samples: 1997 Director & Officer Loan Credit Agreement (Conseco Inc), 1997 Director & Officer Loan Credit Agreement (Conseco Inc)
Waivers and Amendments. No amendment Except as may be otherwise provided in any Loan Document, Administrative Agent and Borrower may from time to time enter into written agreements amending or waiver changing any provision of any provision Loan Document or the rights of Lenders or Loan Parties hereunder or thereunder, and Administrative Agent may grant written waivers or consents to a departure from the due performance of the obligations of Loan Parties hereunder or thereunder. Such agreements, waivers or consents will bind all Lenders and Loan Parties, provided however, that except as otherwise specifically provided in Section 10.17(c) or unless otherwise provided by the terms of this Agreement or any other Credit Document (other than the Fee LetterLoan Document, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, no such amendment or waiver shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce increase the principal of, or interest on, Commitment of any Lender without the Revolving Advances (provided that, the written consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(esuch Lender (including any such Lender that is a Defaulting Lender)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees or other amounts payable hereunder or under hereunder, without the written consent of each Lender affected thereby (including any other Credit Document (other than those specifically addressed above in this Section 9.2such Lender that is a Defaulting Lender), (iii) increase postpone the aggregate Commitments scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, except pursuant to for an extension of the Maturity Date exercised in accordance with Section 2.16), 2.7 hereof; (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(vchange Sections 2.6(b) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.2.6
Appears in 2 contracts
Samples: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Waivers and Amendments. (a) No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such agreement shall:
(ai) no amendment, waiver, or consent shall, unless in writing and signed by all increase the Revolving Lenders and Commitment of any Lender without the Borrower, written consent of such Lender;
(iii) increase the aggregate Revolving Commitments other than pursuant to Section 2.1(d) as in effect on the date hereof without the written consent of each Lender;
(iii) reduce the principal ofamount of any Advance (other than prepayments or repayments in accordance with the terms of this Agreement) or reduce the amount of or rate of interest thereon, or interest onreduce any fees payable hereunder, without the Revolving Advances (provided thatwritten consent of each Lender affected thereby); provided, however, that only the consent of the Majority Lenders shall be sufficient required to waive any obligation of the Borrowers to pay default interest pursuant to Section 2.9(d) with respect to the Revolving Credit Facility, including with respect to any amount payable thereunder or in connection therewith;
(iv) postpone the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any fees payable hereunder, or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))amount of, waive or excuse any such payment, or (ii) change postpone the number scheduled date of expiration of any Revolving Lenders which shall be required for Commitment, without the Revolving Lenders to take any action hereunder or under any other Credit Documentwritten consent of each Lender affected thereby;
(bv) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in change Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.5(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 10.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all without the written consent of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, each Lender;
(vi) release all amend, modify or substantially all waive any provision in a manner that would alter the pro rata sharing of payments to or disbursements by Lenders required thereby, without the Collateral except as permitted under Section 8.7(b), written consent of each Lender;
(vii) amend release any Guarantor from its obligation under any Guaranty except any Guarantor sold as permitted by Sections 6.7 and 6.8, without the definitions written consent of each Lender;
(viii) change any of the provisions of this Section or the definition of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable rights hereunder or extend make any determination or grant any consent hereunder, without the Maturity Datewritten consent of each Lender; provided further that no such agreement shall amend, modify or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, otherwise affect the rights or duties of the Administrative Agent under this Agreement Agent, the Issuing Lenders or any other Credit Document;the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Lenders or the Swingline Lender, as the case may be.
(fb) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights hereunder or duties of such Issuing Lender under this Agreement or any other Credit Document; and
Document (g) no and any amendment, waiver or consent shallwhich by its terms requires the consent of all Lenders, unless a majority in writing interest of Lenders under the Revolving Credit Facility or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lender); provided that any such amendment, waiver or consent referred to in clause (ii), (iii), (iv) or (v) above that, but for this sentence, would require the prior written consent of such Defaulting Lender, will continue to require the consent of such Defaulting Lender; and signed provided further that any such amendment, waiver or consent requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than any other Lender whose consent is so required shall require the consent of such Defaulting Lender.
(c) Notwithstanding anything to the contrary contained in this Section 10.2, Credit Documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Swingline Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in addition order (i) to the Lenders required above comply with local Law or advice of local counsel, (ii) to take cure ambiguities or defects or (iii) to cause such action, affect the rights or duties of such Swingline Lender under Credit Documents to be consistent with this Agreement or any and the other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsDocuments.
Appears in 2 contracts
Samples: Credit Agreement (Rowan Companies PLC), Credit Agreement (Rowan Companies PLC)
Waivers and Amendments. (a) Subject to Sections 9.14(b), (c), (d) and (e) any term, covenant or condition of any of the Facility Documents may only be amended with the prior consent of the Credit Parties party thereto and the Majority Creditors or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Agent with the consent of the Majority Creditors and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default.
(b) With the prior written consent of all the Lenders (and not otherwise), any amendment of or waiver with respect to any provision of this Agreement, as applicable, may act to:
(i) increase the amount of the Facility;
(ii) extend the Stated Maturity Date;
(iii) extend the time for the payment of interest on the Advance, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect of the Facility;
(iv) amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of fees or other amounts to be paid in respect of the Facility; or
(vi) permit any subordination of any of the Facility Indebtedness.
(c) With the prior written consent of all the Transaction Parties (and not otherwise), any amendment of or waiver with respect to any provision of the Facility Documents, as applicable, may act to:
(i) waive any conditions precedent;
(ii) amend the definition of Majority Creditors or Pro Rata Share;
(iii) release or discharge any guarantee or, except as otherwise permitted pursuant to Section 9.19, other Security Documents, in whole or in part;
(iv) amend the Intercreditor Agreement; or
(v) alter the terms of this Section 9.14.
(d) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent Agent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the prior written consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;Agent.
(e) no amendment, waiver, or consent shall, unless in writing and signed This Article 9 may be amended by the Administrative Agent in addition and the Transaction Parties without the prior written consent of the Credit Parties to the Lenders required above to take extent any such action, amendments do not materially or adversely affect the rights or duties obligations of any of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsParties.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Platinum Group Metals LTD), Second Lien Credit Agreement (Platinum Group Metals LTD)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) that no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (ia) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3.1, (iib) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2it being understood that the waiver of default interest shall only require the consent of the Majority Lenders), (iiic) increase the aggregate Commitments Total Commitment, (except pursuant to d) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, including, without limitation, the Maturity Date (it being understood that a waiver of any mandatory prepayments under Section 2.162.5(c) shall only require the consent of the Majority Lenders), (ive) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, providing for pro-rata payments by or action or waiver by, all of to the Lenders, or this Section 9.3, (vf) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), Collateral; or (viig) amend the definitions definition of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse otherwise change the number of Lenders which shall be required for the Lenders or any of them to take any Secured Party;
(c) no amendmentaction hereunder or under any other Credit Document; and provided, waiverfurther, or consent shall, unless in writing and signed by each Lender directly affected thereby, that (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
consent and (eii) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent Agent, the Issuing Lender and the Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Issuing Lender or the Swing Line Lender, as applicable under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Pioneer Drilling Co), Credit Agreement (Pioneer Drilling Co)
Waivers and Amendments. No amendment or waiver of any provision The provisions of this Agreement may ---------------------- from time to time be amended, modified or waived, if such amendment, modification, or waiver is in writing and consented to by the Guarantor and the Required Banks; provided, however, that no such amendment, modification or -------- ------- waiver:
(i) which would modify any requirement hereunder that any particular action be taken by all Banks or by the Required Banks, shall be effective without the consent of each Bank;
(ii) which should extend the Commitment Expiration Date beyond August 26, 2001, which would otherwise substantially modify or waive the Commitment conditions in Section 2(c) hereof, which would materially and adversely modify any of the terms and conditions of the New Loans generally described on Schedule I hereto, or which would modify the No Default Acknowledgment to include within the scope of such acknowledgment the Guarantor=s obligations in respect of the payment of interest, fees, expenses, or any other Credit Document (other than obligations except principal or to extend the Fee Letterstated Termination Date beyond December 31, any AutoBorrow Agreement2003, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:consent of each Bank;
(aiii) no amendment, waiverwhich would extend the due date for, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal amount of, any of the Fees, shall be effective without the consent of each Bank;
(iv) which would extend the due date for, or interest onreduce the amount of, the Revolving Advances obligations to make the Cash Collateral Deposits set forth in SECTION 5 hereof, shall be effective without the consent of each Bank; or
(provided thatv) which would adversely affect the interests, rights, or obligations of the Administrative Agent (in such capacity) other than removal in accordance with Section 11.6 of the Existing Credit Agreement, shall be effective without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAgent.
Appears in 2 contracts
Samples: 1998 Director & Officer Loan Credit Agreement (Conseco Inc), Loan Agreement (Conseco Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)Document, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder, (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 10.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under value of any Guaranty (including, for the Guaranty avoidance of doubt, Article 9 hereof) or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), ; (viiviii) amend the definitions of “Majority Lenders”, “Required Lenders”, “Super-Majority Lenders” or “Maximum Exposure Amount”, each as defined in this Agreement; or (viiiix) amend the definitions of “Secured PartiesObligations”, “Secured Obligations”, “Banking Service Obligations”, “Banking Services Provider” or “Collateral” in a manner materially adverse to any Secured PartySwap Counterparties”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(gf) no amendment, waiver waiver, or consent shall, unless in writing and signed by the Swingline Lender Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender the Administrative Agent under this Agreement or any other Credit Document. For ; and
(g) the avoidance consent of doubt, no Lender Required Lenders shall be required with respect to decreases or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result maintenance of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsBorrowing Base.
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Waivers and Amendments. No amendment (a) Subject to Section 14.14(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this agreement;
(v) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiivi) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)14.20, (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) release or discharge any Guarantee or any other provision Security Documents, in any Credit Document which expressly requires whole or in part.
(vii) change the consent of, or action or waiver by, all percentage of the Lenders, ’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(vviii) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided otherwise permitted pursuant to Section 14.20, release or discharge any Guarantee or the Security Documents, in whole or in part;
(ix) alter the Credit Documents or release the Borrower from its obligations under the Guaranty, terms of this Section 14.14; or
(vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (viix) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured PartiesQualified Risk Management Agreements”, “Secured ObligationsEnforcement Date”, “Exposure”, “Finance Document”, “Finance Party”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreement” or “Collateral” in a manner materially adverse to any Secured Party;Obligations”.
(c) no amendment, waiver, No amendment to or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone waiver of any date fixed for any interest, fees provision hereof to the extent it affects the rights or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment obligations of the Obligations to any other Indebtedness;Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(d) Without the prior written consent of the Issuing Lender, no Commitment amendment to or waiver of a Lender Article 14 or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition other provision hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsbe effective.
Appears in 2 contracts
Samples: Credit Agreement (Allied Nevada Gold Corp.), Credit Agreement (Allied Nevada Gold Corp.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Revolving Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document, or (iv) amend Section 2.2(f)(ii) or waive or consent to any departure by the Borrower from the terms of thereof;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Revolving Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvi) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of collateral, if any, securing the Collateral except as permitted under Section 8.7(b), Secured Obligations; (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Revolving Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and
(gf) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Carbo Ceramics Inc), Credit Agreement (Carbo Ceramics Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Term Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Notes, including, without limitation, the Term Maturity Date, or (iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on Revolving Notes, including, without limitation, the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document, or (iv) amend Section 2.2(f)(ii) or waive or consent to any departure by the Borrower from the terms of thereof;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.162.15), (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof to increase the principal prepayment amounts, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Advances that are required to be paid in any given year, (vi) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.8(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viii) amend the definitions of “Secured Parties”"Majority Lenders", “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment"Majority Revolving Lenders", waiver"Majority Term Lenders", or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness"Maximum Exposure Amount";
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s 's written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders, it being understood that, if the excess of the aggregate Revolving Commitments over the sum of (i) the aggregate outstanding amount of all Revolving Advances plus (ii) the Letter of Credit Exposure plus (iii) the aggregate outstanding amount of all Swing Line Advances, is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority Revolving Lenders in addition to all other consents required hereunder;
(f) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders;
(g) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fh) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and
(gi) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Samples: Credit Agreement (Boots & Coots International Well Control Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement AgreementsLetters), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2provided that the waiver of default interest shall only require the consent of the Majority Lenders), (iii) increase postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including the aggregate Commitments Maturity Date (except pursuant to Section 2.16it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Majority Lenders), (iv) amend Section 2.13(f2.10(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Majority Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, or (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;; and
(fd) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition amendments to this Agreement pursuant to Section 2.15 may be effected pursuant to the Lenders required above express terms of Section 2.15. Notwithstanding anything to take such action, affect the rights contrary herein or duties of such Issuing Lender under this Agreement or in any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed each Lender hereby agrees to waive any amounts payable by the Swingline Lender in addition Borrower pursuant to the Lenders required above to take such action, affect the rights or duties Section 2.8 that would have resulted from a refinancing of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsRepricing Transaction.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Hi-Crush Partners LP)
Waivers and Amendments. No (a) Subject to SECTIONS 12.15(B) AND (C), any term, covenant or condition of any of the Credit Documents may only be amended with the consent of the Borrower and the Majority Lenders or compliance therewith by the Borrower may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding any other provision of the Credit Documents, without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of either of the Credit Facilities or the amount of the Individual Commitment of any Lender;
(ii) extend the term of either of the Credit Facilities or amend the provisions of this Agreement dealing with the types of Accommodations available hereunder;
(iii) extend the time for the payment of the interest or the repayment or mandatory prepayment of principal under the Credit Facilities, forgive any portion of principal or reduce the stated rate of interest payable in respect of the Credit Facilities, or amend the requirement that the Agent apply all amounts received by it in respect of the Credit Facilities in accordance with the Pro Rata Shares of the Lenders or as otherwise provided hereunder;
(iv) change the percentage of the Lenders' requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount of any Fees to be paid pursuant to this Agreement or any additional compensation to be paid pursuant to SECTION 10.8;
(vi) permit any subordination of the Indebtedness hereunder; or
(vii) alter the provisions of SECTION 5.1 hereof or the terms of this SECTION 12.15; or
(viii) any amendment, waiver, release or discharge which relates to the Guarantees or the Security Documents (including the Liens, obligations and remedies thereunder) or the requirement to insure Collateral in accordance with SECTION 7.1(5).
(c) Without the prior written consent of the Agent, no amendment to or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsbe effective.
Appears in 1 contract
Samples: Credit Agreement (Aas Capital Corp)
Waivers and Amendments. No amendment (a) Subject to Section 14.14(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this agreement;
(vi) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiivii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)14.19, release or discharge the Security Documents, in whole or in part;
(ivviii) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, 14.14; or
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viiiix) amend the definitions of “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
Appears in 1 contract
Waivers and Amendments. No amendment (a) Subject to Section 14.14(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents or any other Credit Document the Parent Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Limit or Section 3.2, the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this agreement;
(vi) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiivii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)14.19, release or discharge a Guarantee or the Parent Guarantee or any Security Document or the Parent Pledge Agreement, in whole or in part;
(ivviii) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v14.14;
(ix) or any other provision in any Credit Document which expressly requires alter the consent of, or action or waiver by, all terms of the Lenders, Sprott Intercreditor Agreement; or
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viiix) amend the definitions of “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of reduce the conditions specified in Section 3.1 principal of, or Section 3.2interest on, the Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes, including, without limitation, the Term Maturity Date, (iii) change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, (iv) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iiiv) increase the aggregate Commitments Commitments, (except pursuant to vi) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 2.169.3), (ivvii) amend Section 2.13(f2.12(e), Section 7.67.7, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vviii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.8(b), ; or (viiix) amend the definitions definition of “Majority Required Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;; and
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment Except as otherwise specified herein or waiver of any provision therein, the provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or any other Credit Document (other than the Fee Letterwaived, any AutoBorrow Agreementif such amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be modification or waiver is in writing and signed consented to by the Majority Lenders each Borrower directly affected by such amendment, modification or waiver and the BorrowerRequired Banks; provided, and then that no such waiver amendment, modification or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatwaiver:
(a) no amendment, waiver, or consent shall, unless in writing and signed which would modify any requirement hereunder that any particular action be taken by all Banks or by the Revolving Lenders and the BorrowerRequired Banks, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, shall be effective without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documenteach Bank;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in which would modify this Section 9.2)13.1, (iii) increase change the aggregate Commitments definition of "Required Banks," change any Percentage for any Bank (except pursuant to Section 2.16an Assignment Agreement), (iv) amend Section 2.13(f)reduce any fees, Section 7.6extend the maturity date of any Loan, this Section 9.2reduce any rate of interest payable on the Loans or subject any Bank to any additional obligations, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires shall be effective without the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Partyeach Bank;
(c) no amendment, waiver, which would permit the release of all or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment material portion of the Obligations Direct Collateral or Indirect Collateral or the collateral under the Collateral Agreement or the subordination of any lien or security interest benefiting the Banks in the collateral under the Collateral Agreement to any other Indebtednesslien or security interest, or the release or termination of Conseco's or CIHC's obligations in the aggregate, or any material obligation individually, under the Conseco Guaranty or the CIHC Guaranty, shall be effective without the consent of each Bank; provided, however, that such consent shall not be required for the termination of the CIHC Guaranty pursuant to Section 5.14 thereof;
(d) no Commitment which would extend the due date for, or reduce the amount of, any payment or prepayment of a Lender principal of or any obligations interest on the Loans, shall be effective without the consent of a Lender may be increased or extended without such Lender’s written consenteach Bank;
(e) no amendmentwhich would affect adversely the interests, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties obligations of the Administrative Agent under this Agreement or any (in such capacity) other Credit Document;than removal in accordance with Section 11.6, shall be effective without consent of the Administrative Agent; or
(f) no which would increase the aggregate principal amount of the indebtedness (including the Loans) sharing in the collateral under the Collateral Agreement pursuant to the Collateral Sharing Agreement or otherwise to more than $600,000,000 shall be effective without the consent of each Bank; provided,further that, consistent with (but not in limitation of) the foregoing, (y) at any time that Liabilities of a particular Borrower shall be due and owing, but unpaid, amendments, modifications and waivers may be made applicable to such Borrower without the approval of other Borrowers (but with the approval of each Bank) and amendments, modifications and waivers may be made applicable to other Borrowers without such approval of such Borrower (but with the approval of each Bank) and (z) any guarantor and the Administrative Agent may enter into an amendment modification or waiver of such guarantor's or guaranty without the consent of any Borrower. The Administrative Agent shall not consent to any amendment, modification or waiver or consent shall, unless in writing and signed by of the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Collateral Agreement or any other Credit Document; and
(g) no the Collateral Sharing Agreement except with the consent of the Required Banks or, if such amendment, modification or waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate is of a Lender shall have type described in any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsclauses (a) through (f) above, each Bank.
Appears in 1 contract
Samples: Guaranty (Conseco Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving US Lenders and the Borrower, US Borrower (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall in addition to such other parties that may be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from required under this Section 2.9(e)9.2), or (ii) change the number of Revolving US Lenders which shall be required for the Revolving US Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian Lenders and the Canadian Borrower, change the number of Canadian Lenders which shall be required for the Canadian Lenders to take any action hereunder or under any other Credit Document;
(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and both Borrowers, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.162.1(f)), (iviii) amend Section 2.13(f2.14(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viv) release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the US Borrower from its obligations under the US Guaranty, (viv) release all or substantially all of the Collateral except as permitted under Section 8.7(b8.9(b), or (viivi) amend the definitions of “Majority Lenders”, “US Majority Lenders”, “Canadian Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(cd) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity DateDate as to such Lender, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than the principal or interest), (iii) reduce the principal or interest amounts payable hereunder or under any other Credit Document to such Lender (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 2.10(g)), or (iiiv) subordinate payment increase the Commitment of the Obligations to any other Indebtednesssuch Lender;
(de) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ef) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the such Administrative Agent under this Agreement or any other Credit Document;
(fg) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gh) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Samples: Credit Agreement (Complete Production Services, Inc.)
Waivers and Amendments. (i) No amendment amendment, consent, or waiver of any provision of this Agreement or any other Credit Document (other than the Fee LetterTransaction Document, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor or consent to any departure by any Credit Party the Obligors therefrom, shall in any event be effective unless the same shall be approved in writing and signed by the Majority Lenders Required Purchasers (or by the Agent with the consent of the Required Purchasers) and the Borrowerapplicable Obligor, as the case may be, and acknowledged by the Agent, and then such amendment, consent or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatprovided, however, that no such amendment, consent or waiver shall, unless signed by the Agent, all of the Purchasers directly and adversely affected thereby and the applicable Obligor, do any of the following:
(a1) no amendmentincrease the amount of or extend the expiration date of any Obligations of any Obligor,
(2) postpone or delay any date fixed by this Agreement or any other Transaction Document for any payment of principal, waiverinterest, fees, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, other amounts due hereunder or under any other Transaction Document,
(i3) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any Note or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document Transaction Document,
(4) amend, modify or eliminate this Section or any provision of this Agreement providing for consent or other action by all Purchasers,
(5) other than those specifically addressed above in this as permitted by Section 9.29(k), release or subordinate the Agent’s lien in and to any of the Collateral, or
(iii6) increase amend, modify or eliminate the aggregate Commitments definition of Required Purchasers, Pro Rata Share; or
(except pursuant to 7) change Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v2(d) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v2(e) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendmentthat would alter the pro rata application required thereby; provided, waiverfurther, or consent shallthat, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition notwithstanding anything herein to the Lenders required above to take such actioncontrary, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender Agent in addition to the Lenders Purchasers required above to take such actionabove, affect the rights or duties of such Issuing Lender the Agent under this Agreement or any other Credit Transaction Document; and.
(gii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender consent of Obligors or of any Affiliate of a Lender Purchasers shall have any voting rights under this Agreement be required in connection with provisions that may be modified with Agent’s consent in its sole or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsreasonable discretion.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the BorrowerBorrower (in addition to such other parties that may be required under this Section 9.2), to (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit DocumentDocument (including the definition of “Revolving Majority Lenders”) or (ii) other than as a result of acceleration pursuant to Article VII, change the Maturity Date with respect to the Term Loan Facility to a date that is earlier than the then effective Maturity Date with respect to the Revolving Facility or amend the amortization schedule thereof to increase the quarterly installment amounts;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Loan Lenders and the Borrower (in addition to such other parties that may be required under this Section 9.2), (i) change the number of Term Loan Lenders which shall be required for the Term Loan Lenders to take any action hereunder or under any other Credit Document (including the definition of “Term Loan Majority Lenders”) or (ii) other than as a result of acceleration pursuant to Article VII, change the Maturity Date with respect to the Revolving Facility to a date that is earlier than the then effective Maturity Date with respect to the Term Loan Facility or amend the amortization schedule thereof to increase the quarterly installment amounts;
(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 3.1, Section 3.2 or Section 3.23.3, (ii) reduce the principal or interest amounts payable hereunder or under any other Credit Document (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 2.8(a)), (iii) increase the aggregate Commitments, (iv) release all or substantially all of the Guarantors from their respective obligations under any Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (v) release all or substantially all of the Collateral except as permitted under Section 8.7(b), or (vi) amend the definitions of “Majority Lenders” or “Maximum Exposure Amount”;
(d) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any interest, fees or other amounts payable hereunder, extend the Maturity Date with respect to Revolving Advances or extend the expiration of any Letter of Credit to a date after the Maturity Date with respect to Revolving Advances, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), the principal or interest) with respect to Revolving Advances or (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.12(f), Section 7.6, or this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(ce) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected therebyall the Term Loan Lenders, do any of the following: (i) reduce the principal of, or interest on, the Term Loan Advances, or (ii) postpone or extend any date fixed for any interestpayment of principal of, fees or other amounts payable hereunder or extend interest on, the Term Loan Advances, including, without limitation, the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(df) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(eg) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;; and
(fh) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and
. Notwithstanding the foregoing, (ga) no amendmentthe Borrower and Administrative Agent may amend this Agreement and the other Credit Documents without the consent of any Lender (i) to cure any ambiguity, waiver omission, mistake, error, defect or consent shallinconsistency, unless in writing and signed by the Swingline Lender in addition (ii) to add a Guarantor with respect to the Lenders required above Advances or collateral to take such actionsecure the Advances, (iii) to make administrative changes that do not adversely affect the rights of any Lender or duties (iv) make changes that enhance the rights of such Swingline Lender under this Agreement or any other Credit Documentthe Lenders. For the avoidance of doubt, (a) no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsObligations and (b) the Administrative Agent, without the consent of any other Person, may amend Schedule I in accordance with the definition of “Term Loan Commitment”.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, the Majority Lenders, and each of the Lenders directly and adversely affected thereby, do any of the following: (i) postpone or extend the scheduled maturity dates or times for payment of amounts owing to a Lender (but excluding any waivers of the application of the Default Rate) and, it being understood that any change in the definition of any ratio used in the calculation of the rate of interest or fees (or any component definition thereof) shall not constitute a reduction in the rate of interest or fees for purposes of this Section 9.3), (ii) reduce the amount of principal ofor fees owing to such Lender in its capacity as a Term Lender, (iii) reduce the principal, interest or fees owing to such Revolving Lender and interest onowing to such Term Lender (but excluding any waivers of the application of the Default Rate) or (iv) reduce any other amounts payable hereunder or under any Credit Document to any such Lender and not covered under the foregoing clauses (ii) or (iii), the Revolving Advances (provided that, in the case of clause (iii) above, the consent of the Majority Lenders Administrative Agent shall also be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documentrequired;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.12(g), Section 7.6, this Section 9.2, Section 9.7(a)(v9.3(b) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral Collateral, in each case, except as permitted under Section 8.7(b), ) or (viiiv) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless an amendment to this Agreement solely to amend the necessary provisions of Article 2 to effect and account for a Commitment Increase effected pursuant to Section 2.17 may be entered into so long as such amendment is in writing and signed by each Lender directly affected therebythe Borrower, (i) postpone any date fixed for any interestthe Administrative Agent and the applicable Increasing Lenders and Additional Lenders; provided that, fees or other amounts the quarterly installment amount of Term Advances payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtednessparticular Term Lender may not be decreased without the consent of such Term Lender;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender Lenders in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender Lenders under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations. Notwithstanding anything to the contrary contained in this Section 9.3, (a) the Borrower and the Administrative Agent may (but are not obligated to), without the input or consent of any other Lender, effect amendments to correct any jointly identified obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents and (b) guarantees, collateral security documents and related documents executed by the Parent or any of its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and the Borrower and the Administrative Agent may (but are not obligated to) amend, supplement or waive any provision thereof without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects as determined by the Administrative Agent and the Borrower or (z) cause such guarantee, collateral security document or other document to be not inconsistent or not in conflict with this Agreement and the other Credit Documents as determined by the Administrative Agent and the Borrower; provided that, the inclusion in such other Credit Document of terms and provisions, rights or remedies in favor of a Lending Party and not addressed in this Agreement shall not be deemed to be in conflict or inconsistent with this Agreement.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement AgreementsLetters), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders directly and adversely affected thereby and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances (provided thatNotes, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take reduce any action fees or other amounts payable hereunder or under any other Credit Loan Document, or (iii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes, including, without limitation, the Maturity Date, or postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)increase the aggregate Commitments, (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Loan Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viv) release all or substantially all of the Guarantors from their respective obligations under the value of any Guaranty or, except as specifically provided in the Credit Loan Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a); (v) amend the definitions of "Majority Lenders", "Required Lenders", "Maximum Exposure Amount" or "Pro Rata Share", each as defined in this Agreement; (vi) amend the definitions of "Obligations", "Secured Obligations", "Banking Service Obligations", “Hedging Arrangement”, "Hedge Obligations" “Payment in Full of Obligations” or "Swap Counterparty"; (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, minimum Collateral percentage set forth in Section 5.7 and Section 2.2(d); or (viii) amend change the definitions number of “Secured Parties”Lenders which shall be required for the Lenders to take any action hereunder or under any other Loan Document; provided that the Administrative Agent (and, “Secured Obligations” if applicable, the Borrower) may, without the consent of any Lender, enter into amendments or “Collateral” modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in a manner materially adverse order to implement any Secured PartyBenchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.17 in accordance with the terms of Section 2.17;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected therebyall the Tier I Lenders and the Borrower, (i) postpone any date fixed for any interestamend the definitions of "Majority Tier I Lenders", fees "Required Tier I Lenders" or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness"Tier I Lender";
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s 's written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Loan Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Loan Document;
(g) no amendment, waiver, or consent shall, (i) without the prior written consent of all of the Tier I Lenders and the Administrative Agent, increase the Borrowing Base, or (ii) without the prior written consent of the Required Tier I Lenders and the Administrative Agent, decrease or maintain the Borrowing Base; provided that, in each case, a scheduled redetermination of the Borrowing Base under Section 2.2(b) may be postponed with the consent of the Administrative Agent and the Required Tier I Lenders; and
(gh) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition Required Tier I Lenders and the Administrative Agent, waive any reduction to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsBorrowing Base provided for in Section 2.2(e)(iii).
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Waivers and Amendments. (a) Subject to Section 14.14(b), any term, covenant or condition of any of the Loan Documents may only be amended with the consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default. Any indulgence by the Lenders or the Majority Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of any Loan Document is not a waiver of the entire term, covenant or condition or any subsequent default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility;
(ii) alter the terms of Section 2.5 or Article 9;
(iii) extend the time of the Maturity Date (other than in accordance with Section 9.1A) or for any other payment of the interest or principal on any Loans extend the time for payment with respect to any Bankers’ Acceptances pursuant to Section 9.3, forgive any portion of interest or principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent;
(iv) consent to any assignment by the Borrower of the Loan Documents or the benefit thereof;
(v) change the percentage of the Lenders required to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(vi) reduce the stated amount of any fees to be paid pursuant to Article 7 of this Agreement;
(vii) permit any subordination of the Borrower Obligations; or
(viii) alter the terms of this Section 14.14(b).
(c) Without the prior written consent of the Agent, no amendment to or waiver of Sections 14.1 through 14.13 or any other provision hereof to the extent it affects the rights or obligations of the Agent shall be effective.
(d) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement any Lender which is a Fronting Lender at the time of such amendment or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the prior written consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsparty.
Appears in 1 contract
Samples: Credit Agreement (Fortis Inc.)
Waivers and Amendments. No Subject to Section 2.14(c) and (d), no amendment or waiver of any provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.18) or any other Credit Loan Document (other than the Fee Commitment Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor and no consent with respect to any departure by the Borrower or any Credit Party of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by the Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided thatprovided, however, that no such waiver, amendment, or consent shall:
(a) increase or extend any Commitment of any Lender without the written consent of such Lender; provided that no amendment, waivermodification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Commitment of any Lender,
(b) postpone, extend or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent shallof each Lender adversely affected thereby,
(c) except as provided in Section 2.19, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Loan Document without the written consent of each Lender adversely affected thereby,
(d) change “Pro Rata Share” or Section 2.3, 7.3 or 10.4 without the written consent of each Lender,
(e) amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders without the written consent of each Lender,
(f) change the definition of “Required Lenders” without the written consent of each Lender,
(g) other than those specifically addressed above in this as permitted by Section 9.2)11.4 and clause (h) below, release any Loan Party from any obligation for the payment of money without the written consent of each Lender,
(iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vih) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty (or subordinate liens on all or substantially all of the Collateral) without the written consent of each Lender, except as in connection with a Disposition of the relevant Guarantor or such Collateral to a Person that is not a Loan Party to the extent expressly permitted by the Loan Documents and except in connection with a “credit bid” undertaken by the Agent at the direction of the Required Lenders pursuant to Section 363(k) or Section 1129(b)(2)(a)(ii) of the Bankruptcy Code or otherwise under Section 8.7(bthe Bankruptcy Code or other sale or Disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Loan Documents (in which case only the consent of the Required Lenders will be needed for such release), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;or
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone subordinate (x) the priority of any date fixed for payments in respect of any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
Debt or (dy) no Commitment the priority of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by Liens securing the Administrative Agent in addition Obligations to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Liens securing any other Credit Document;
(f) Debt, in each case, without the written consent of each Lender; provided, further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the respective Issuing Lender in addition to the Lenders required above to take such actionLender, as applicable, affect the rights or duties of the Agent or such Issuing Lender Lender, as applicable, under this Agreement or any other Credit Loan Document; and
(g) no . The foregoing notwithstanding, any amendment, waiver modification, waiver, consent, termination, or consent shallrelease of, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such actionor with respect to, affect the rights or duties any provision of such Swingline Lender under this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of the Borrower, shall not require consent by or the agreement of the Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase shall only require the consent of the Borrower, the Agent and the new Lenders and shall not require the consent of any other Lender. Notwithstanding the foregoing, only the Required Revolving Lenders (in lieu of the Required Lenders) shall have the ability to waive, amend, supplement or modify (x) any condition precedent to a borrowing of Revolving Loans (or issuance, extension or renewal of any Letter of Credit) pursuant to Section 3.2 of this Agreement or (y) any other provision affecting the Revolving Commitments, Revolving Loans and the Revolving Credit DocumentFacility so long as such waiver, amendment, supplement or modification does not directly and adversely affect any other Class of Lenders in any material respect as to any other Class of Lenders. For Notwithstanding anything in this Agreement to the contrary, (i) to the extent any waiver, amendment or modification of any provision of this Agreement or any other Loan Document affects the Lenders of a particular Class, but does not affect the Lenders of any other Class, such waiver, amendment or modification shall require the consent of the Required Lenders of such Class (but not any other Lenders) and (ii) no waiver, amendment or modification of any provision of this Agreement or any other Loan Document that materially adversely affects the Lenders of a Class in a manner that does not affect other Classes shall not be effective against the Lenders of such Class unless the Required Lenders of such Class (in addition to any other percentage of Lenders required to consent to such waiver, amendment or modification) shall have consented to such waiver, amendment or modification; provided, however, for the avoidance of doubt, in no Lender or any Affiliate other circumstances shall the concurrence of the Required Lenders of a Lender shall have particular Class be required for any voting rights under waiver, amendment or modification of any provision of this Agreement or any Credit Document other Loan Document. If any action to be taken by the Lender Group or the Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then, if no Event of Default has occurred and is continuing, the Borrower, upon at least 5 Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as a result applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the existence outstanding Obligations (including an assumption of its Pro Rata Share of any participation in any Letter
1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolving Commitments, and the other rights and obligations owed of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in accordance with this Agreement.
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Waivers and Amendments. No amendment failure or delay (whether by course of conduct or otherwise) by Administrative Agent or any Lender in exercising any right, power or remedy which Administrative Agent or such Lender may have under any of the Loan Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by Administrative Agent or such Lender of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of this Agreement or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor no consent to any departure by any Credit Party therefrom, therefrom shall in any event ever be effective unless the same shall be it is in writing and signed by the Majority Lenders and the Borroweras provided below in this section, and then such waiver or consent shall be effective only in the specific instance instances and for the specific purpose purposes for which given; provided that:given and to the extent specified in such writing. No notice to or demand on any Related Person shall in any case of itself
(a1) no amendmentwaive any of the conditions specified in Article IV, waiver(2) increase the Maximum Loan Amount applicable to Lender, as the case may be, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrowersubject such Lender to any additional obligations, (i3) reduce any fees hereunder, or the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2such Lender's Notes, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i4) postpone any date fixed for any interestpayment of any fees hereunder, fees or other amounts payable hereunder principal of, or extend interest on, such Lender's Notes, (5) amend the Maturity Datedefinition herein of "Majority Lenders" or otherwise change the aggregate amount of Percentage Shares which is required for Administrative Agent, Lenders or any of them to take any particular action under the Loan Documents, (6) release Borrower from its obligation to pay such Lender's Notes or any Guarantor from its guaranty of such payment, (7) reduce the number of Lenders required to agree on the Borrowing Base, (8) reduce the number of Lenders required to or to consent to an assignment or transfer of any Related Person's rights, duties or obligations under Section 10.4 to less than all Lenders, or (ii9) subordinate payment of in any period between Determination Dates, release any Collateral valued in the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsBorrowing Base whose aggregate value exceeds $500,000.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Spinnaker Exploration Co)
Waivers and Amendments. No Subject to Section 2.10.3 and Section 4.2(b), no amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee LetterLoan Document, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor no consent to any departure by the Borrower or any Credit other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerBorrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that, no such amendment, waiver or consent shall:
(a) subject to Section 5.4, waive any condition set forth in Section 5.1 (other than with respect to the costs, fees and expenses solely for the account of the Administrative Agent and the reasonable fees and out of pocket expenses of legal counsel to the Administrative Agent) or, in the case of the initial Credit Extension, Section 5.2, without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2 or Section 9.3) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for, or forfeit, any payment of principal, interest, fees or other amounts due to the Lender (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit Outstandings or (subject to clause (iv) of the second proviso of this Section 11.1.1) any fees or other amounts payable hereunder or any other Loan Document without the consent of each Lender entailed to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to (i) amend the definition of “Default Rate” or waive any obligation of the Borrower to pay interest or Letter of Credit fees at the Default Rate or (ii) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit Outstandings or to reduce any fee payable hereunder;
(e) change (i) Section 9.6 or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 3.1.2 in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders or (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(f) change (i) any provision of this Section 11.1.1 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify the rights hereunder or make any determination or grant any consent hereunder (other than the definition specified in clause (ii) of this Section 11.1.1(f)) without the written consent of each Lender, (ii) in any manner the pro rata sharing of payments required hereunder or the term of “Pro Rata” without the written consent of each Lender under the applicable Facility, or (iii) the definition of Required Revolving Lenders or Required Term Lenders without the written consent of each Lender under the applicable Facility;
(g) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender;
(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.9 (in which case, such release may be made by the Administrative Agent acting alone); or
(i) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and provided, further, that (i) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Revolving applicable L/C Issuer in addition to the Lenders and required above, affect the Borrower, (i) reduce the principal of, rights or interest on, the Revolving Advances (provided that, the consent duties of the Majority Lenders shall such L/C Issuer under this Agreement or any agreement relating to any Letter of Credit issued or to be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or issued by it; (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Swing Line Lender in addition to the Lenders and required above, affect the Borrower, do any rights or duties of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or Swing Line Lender under any other Credit Document (other than those specifically addressed above in this Section 9.2), Agreement; (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionabove, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Loan Document;
; and (fiv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall, unless in writing hereunder (and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shallwhich 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), unless in writing except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and signed (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 Swingline Lender in addition consent of such Defaulting Lender. In addition, notwithstanding anything to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under contrary contained in this Agreement Section 11.1.1 or any other Credit Loan Document. For , (a) if the avoidance of doubt, no Lender Administrative Agent and any Loan Party have jointly identified an obvious error or any Affiliate error or omission of a Lender technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Party shall have be permitted to amend such provision; and (b) guarantees, Collateral Documents and related documents executed by any voting rights under Loan Party or any Subsidiary in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Credit Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel; (y) cure ambiguities, omissions, mistakes or defects; or (z) cause such guarantee, Collateral Document as a result of or other related documents to be consistent with this Agreement and the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsother Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) - (d) any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may only be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent after such failure), shall not be effective only construed as a breach of such covenant, condition or obligation or as a Default or Event of Default (provided that in the specific instance and for case of an amendment the specific purpose for which given; provided that:
(a) no amendmentBorrower has complied with such term, waiver, covenant or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(econdition as amended)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified RT Facility or the amount of the Individual Commitment of any Lender (other than in Section 3.1 accordance with Sections 2.6, 8.3 or Section 3.2, 14.14(d));
(ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), extend the Maturity Date;
(iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Applicable Margin”, “Change in Control”, “Majority Lenders”, “Exposure” or “Maximum Exposure Amount”any definition forming part thereof;
(iv) extend the time for the payment of interest on Loans or Letters, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the RT Facility whether before or after acceleration;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders; or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to waive any Secured Party;Borrower Guarantee or Section 14.19.
(c) The Borrower may at any time that no amendmentDefault or Event of Default has occurred and is continuing, waiverby written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent shall, unless in writing and signed by of each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment pursuant to Section 14.14(b). A copy of the Obligations Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within ten (10) Banking Days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any other IndebtednessLender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) If Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Banking Day after the Unanimous Lender Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within ten (10) days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen (15) days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lender, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen (15) days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the RT Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the Acquisition Deadline and the amount of the RT Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrower under the RT Facility which is not so acquired, the Unanimous Lender Request shall be deemed to have been consented to by all of the Lenders.
(e) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(f) Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Individual Commitment of a Lender or any obligations of a such Lender may not be increased or extended without the consent of such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and.
(g) no amendment, No amendment to or waiver of any provision hereof to the extent it affects the rights or consent shall, unless in writing and signed by obligations of the Swingline Lender in addition to or any Lender which is a Fronting Lender at the Lenders required above to take such action, affect the rights or duties time of such Swingline Lender under this Agreement amendment or any other Credit Document. For waiver shall be effective without the avoidance prior written consent of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationssuch party.
Appears in 1 contract
Samples: Loan Agreement (CI Financial Corp.)
Waivers and Amendments. No amendment Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or waiver amended except upon the written consent of the Company and, if prior to the Closing, Purchasers that have subscribed for at least two-thirds of the Securities to be issued hereunder, and, if after the Closing, Purchasers holding at least two-thirds of the Securities issued hereunder and then held by all Purchasers (such Purchasers, as applicable, the “Requisite Purchasers”), in the case of any provision change, discharge, termination, modification, or of this Agreement or any other Credit Document (other than the Fee Letterparty hereto against whom the waiver is to be effective, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; case of a waiver, provided that:
that (a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce prior to the principal of, or interest on, the Revolving Advances (provided thatClosing, the consent of the Majority Lenders Requisite Purchasers shall be sufficient include each Purchaser that, together with its Affiliates and related funds, has subscribed to waive or reduce purchase Securities in the increased portion aggregate amount of interest on the Revolving Advances resulting from Section 2.9(e))at least $35 million, or and (ii) change following the number Closing, the consent of Revolving Lenders which the Requisite Purchasers shall include each Purchaser who, together with its Affiliates and related funds, then holds Securities in the aggregate amount of at least $35 million, (b) if any amendment or waiver disproportionately and adversely affects a Purchaser (or a subset of Purchasers) in any material respect, the consent of such disproportionately affected Purchaser (or each Purchaser within such subset of Purchasers) shall also be required and (b) the | consent of each Purchaser shall be required for any change in the Revolving Lenders Purchase Price, any change in the type of security to take any action hereunder be issued to Purchasers at Closing, or under any other Credit Document;
(b) no the amendment, waivermodification or waiver of this Section 10.1, of Section 10.14, of Section 6, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do of any of the following: (iclosing conditions set forth in Sections 3.2(b)(i), 3.2(b)(iii) waive or 3.2(b)(v). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing wavier in the conditions specified in Section 3.1 future or Section 3.2, (ii) reduce a waiver of any fees subsequent default or other amounts payable hereunder or under a waiver of any other Credit Document (other than those specifically addressed above in this Section 9.2)provision, (iii) increase the aggregate Commitments (except pursuant condition or requirement hereof, nor shall any delay or omission of any party to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or exercise any other provision right hereunder in any Credit Document which expressly requires manner impair the consent of, or action or waiver by, all exercise of the Lenders, (v) release all or substantially all any such right. The failure of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all any party at any time to require another party’s performance of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent obligation under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, shall not affect the rights or duties right subsequently to require performance of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsthat obligation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avidity Biosciences, Inc.)
Waivers and Amendments. No (a) Subject to Sections 12.14(b) and (c), any term, covenant or condition of any of the Credit Documents may only be amended with the consent of the Borrowers who are party thereto and the Majority Lenders or compliance therewith by the Borrowers may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 12.14(a), without the prior written consent of each Lender, no such amendment or waiver shall apply if a Credit Document expressly requires the written consent of all Lenders, or if any such amendment or waiver shall:
(i) increase the amount of the Credit Facility or the amount of the Lender Group Commitment of any Lender Group, or alter the terms of Section 2.2;
(ii) extend the term of the Credit Facility or amend the provisions of this Agreement dealing with the types of Accommodations available hereunder;
(iii) extend the time for the payment of the interest on the Accommodations, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount of any Fees to be paid pursuant to this Agreement;
(vi) permit any subordination of the indebtedness hereunder;
(vii) release or amend any of the Guarantees, in whole or in part; or
(viii) alter the terms of this Section 12.14.
(c) Without the prior written consent of the Agent, no amendment to or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsbe effective.
Appears in 1 contract
Waivers and Amendments. (a) No amendment failure or delay on the part of the Agent, any Managing Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any provision such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;.
(b) no amendmentNo provision of this Agreement may be amended, waiversupplemented, modified or consent shall, unless waived except in writing and signed in accordance with the provisions of this Section 13.1(b); it being understood that notwithstanding anything in this Section 13.1(b) to the contrary, no material amendment to this Agreement shall become effective with respect to any Conduit unless, if required by all the Lenders documents governing such Conduit’s commercial paper program, such Conduit (or the applicable Managing Agent on its behalf) shall have received written confirmation from each of the Rating Agencies that such amendment shall not result in the reduction or withdrawal of the rating of such Conduit’s Commercial Paper. The Conduits, the Seller, the Servicer, the Managing Agents and the BorrowerAgent, do any at the direction of the following: Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) waive any without the consent of the conditions specified in Section 3.1 or Section 3.2each affected Purchaser, (iiA) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield (or any component thereof), (C) reduce any fees fee payable to the Agent or other amounts payable hereunder the Managing Agents for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution’s Pro Rata Share (except as may be required pursuant to a Conduit’s Liquidity Agreement) or under any other Credit Document Financial Institution’s Back-up Commitment or Liquidity Commitment, (other than those specifically addressed above in E) amend, modify or waive any provision of the definition of Required Financial Institutions, this Section 9.213.1(b), (iiiF) increase consent to or permit the aggregate Commitments (except pursuant to Section 2.16)assignment or transfer by Seller of any of its rights and obligations under this Agreement, (ivG) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires change the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions definition of “Majority LendersFacility Termination Date”, “Eligible Receivable”, “Loss Reserve”, “Default Proxy Ratio”, “Delinquency Ratio”, “Delinquent Receivable”, “Dilution Reserve”, “Dilution Reserve Ratio”, “Dilution Trigger Ratio”, “Loss Reserve”, “Loss Reserve Ratio”, “Loss-to-Liquidation Ratio”, or “Maximum Exposure AmountYield Reserve”, or (viiiH) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend that would circumvent the Maturity Date, or (ii) subordinate payment intention of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without restrictions set forth in such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Documentclauses; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.or
Appears in 1 contract
Samples: Receivables Purchase Agreement (Anixter International Inc)
Waivers and Amendments. (a) Subject to Sections 14.14(b) and (c), any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrowers and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders' requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) permit any subordination of any of the Secured Obligations;
(vii) release, discharge or amend the joint and several covenant of the Borrowers hereunder, release or discharge any of the Security Documents or the Security or any of the Guarantees, in whole or in part, or release any of the Secured Assets from the Security, in whole or in part; or
(viii) alter the terms of this Section 14.14.
(c) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent Administrative Agent shall be effective only in without the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the prior written consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Administrative Agent.
(bd) no amendment, waiver, or Without the prior written consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any Issuing Lender, no amendment to or waiver of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) Article 14 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsbe effective.
Appears in 1 contract
Samples: Credit Agreement (Kinross Gold Corp)
Waivers and Amendments. No amendment or waiver of any provision The provisions of this Agreement and of each Related Document may from time to time be amended, modified or any other Credit Document (other than the Fee Letterwaived, any AutoBorrow Agreementif such amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be modification or waiver is in writing and signed consented to by the Majority Lenders Borrower and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenRequired Lenders; provided thatthat no such amendment, modification or waiver:
(a) no amendment, waiver, or consent shall, unless in writing and signed which would modify any requirement hereunder that any particular action be taken by all Lenders or by the Revolving Lenders and the BorrowerRequired Lenders, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, shall be effective without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documenteach Lender;
(b) no amendmentwhich would modify this Section 15.1, waiverchange the definition of "Required Lenders," change any Percentage for any Lender (except pursuant to an Assignment Agreement), or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)amount payable to any Lender, (iii) increase extend the aggregate Commitments (except pursuant Termination Date, or subject any Lender to Section 2.16)any additional obligations, (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires shall be effective without the consent of, or action or waiver by, all of each Lender;
(c) which would permit the Lenders, (v) release of all or substantially all of the Guarantors from their respective obligations under Collateral, shall be effective without the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all consent of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other IndebtednessLender;
(d) no Commitment which would extend the due date for, or reduce the amount of, any payment or prepayment (including, without limitation, any prepayment required pursuant to Section 4.3) of a Lender principal of or interest on any obligations Loan, or fee shall be effective without the consent of a each Lender; provided that any Lender may be increased or extended waive any fees payable to such Lender hereunder without such the consent of any other Lender’s written consent;; or
(e) no amendmentwhich would affect adversely the interests, waiver, rights or consent shall, unless in writing and signed by obligations or the Administrative Agent or the Collateral Agent (each in addition to the Lenders required above to take such actioncapacity), affect the rights or duties shall be effective without consent of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendmentthe Collateral Agent, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsrespectively.
Appears in 1 contract
Waivers and Amendments. (a) Subject to Sections 14.14(b) - (d) any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrowers and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon (including, for certainty, pursuant to a change to the adjustments set out in the definitions of "Diverse Leadership Adjustment", "ESG Rating Adjustment" and "Climate Adjustment"), or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility whether before or after acceleration;
(iv) change the percentage of the Lenders' requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) release any of the Guarantees in whole or in part, save and except for in accordance with Section 14.22; or
(vii) alter the terms of this Section 14.14.
(c) The Borrowers may at any time that no Default or Event of Default has occurred and is continuing, by written request to the Administrative Agent (each, a "Unanimous Lender Request"), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 14.14(b). A copy of the Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion, by written notice to the Administrative Agent (the "Unanimous Lender Response Notice"), within 10 Banking Days of the Administrative Agent's receipt of the Unanimous Lender Request (the "Unanimous Lender Response Period"), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrowers and the Lenders that the Unanimous Lender Request has been declined;
(d) if Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the "Approving Lenders"), the following shall apply:
(i) On or before the second Banking Day after the Unanimous Lender Response Period, the Administrative Agent shall give written notice (the "Acquisition Request Notice") to the Borrowers and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the "Declining Lenders") and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the "Available Amount") by giving written notice to the Administrative Agent (an "Acquisition Notice") of the portion of the Available Amount which it is prepared to acquire (the "Desired Acquisition Amount"). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the "Acquisition Deadline"). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrowers may locate other Persons ("Substitute Lenders") who qualify as Lenders, are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). Any outstanding credit extended by the Declining Lenders to the Borrowers under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the Acquisition Deadline and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrowers shall comply with Section 8.4 in connection with any such prepayment. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrowers under the Credit Facility which is not so acquired, the Unanimous Lender Request shall be deemed to have been consented to by all of the Lenders.
(e) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement or the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(f) Notwithstanding any other Credit Document (other than the Fee Letterprovision hereof, no Defaulting Lender shall have any AutoBorrow Agreementright to approve or disapprove any amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in hereunder, except that the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Individual Commitment of a Lender or any obligations of a such Lender may not be increased or extended without the consent of such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.10(a), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viii) amend the definitions of “Secured Parties”, “Secured ObligationsRequired Lenders” or “Collateral” in a manner materially adverse to any Secured PartyMaximum Exposure Amount”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;; and
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) - (d) any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may only be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent after such failure), shall not be effective only construed as a breach of such covenant, condition or obligation or as a Default or Event of Default (provided that in the specific instance and for case of an amendment the specific purpose for which given; provided that:
(a) no amendmentBorrower has complied with such term, waiver, covenant or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(econdition as amended)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified RT Facility or the amount of the Individual Commitment of any Lender (other than in Section 3.1 accordance with Sections 2.6, 8.3 or Section 3.2, 14.14(d));
(ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), extend the Maturity Date;
(iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Applicable Margin”, “Change in Control”, “Majority Lenders”, “Exposure” or “Maximum Exposure Amount”any definition forming part thereof;
(iv) extend the time for the payment of interest on Loans or Letters, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the RT Facility whether before or after acceleration;
(viiiv) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders; or
(vii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to waive any Secured Party;Borrower Guarantee or Section 14.19.
(c) The Borrower may at any time that no amendmentDefault or Event of Default has occurred and is continuing, waiverby written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent shall, unless in writing and signed by of each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment pursuant to Section 14.14(b). A copy of the Obligations Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within ten (10) Banking Days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any other IndebtednessLender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) If Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Banking Day after the Unanimous Lender Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within ten (10) days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen (15) days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lender, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen (15) days following the Acquisition Deadline in accordance with the procedures set out in Section 15.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the RT Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the Acquisition Deadline and the amount of the RT Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrower under the RT Facility which is not so acquired, the Unanimous Lender Request shall be deemed to have been consented to by all of the Lenders.
(e) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(f) Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Individual Commitment of a Lender or any obligations of a such Lender may not be increased or extended without the consent of such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and.
(g) no amendment, No amendment to or waiver of any provision hereof to the extent it affects the rights or consent shall, unless in writing and signed by obligations of the Swingline Lender in addition to or any Lender which is a Frontingan Issuing Lender at the Lenders required above to take such action, affect the rights or duties time of such Swingline Lender under this Agreement amendment or any other Credit Document. For waiver shall be effective without the avoidance prior written consent of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationssuch party.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2provided that the waiver of default interest shall only require the consent of the Majority Lenders), (iii) increase postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including, without limitation, the aggregate Commitments Scheduled Maturity Date (except pursuant to Section 2.16it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Majority Lenders), (iv) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Majority Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, or (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fd) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(ge) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For ;
(f) notwithstanding any other provision set forth in this Agreement, Commitment Increases pursuant to Section 2.15 shall be effectuated with the consent of the parties required under Section 2.15.; and
(g) for the avoidance of doubt, no Lender changes to the definitions of “Eurodollar Base Rate”, “Eurodollar Rate” or any Affiliate of “Daily One-Month Libor” to accommodate a Lender shall have any voting rights under this Agreement new benchmark replacement rate may be made pursuant to agreement or any Credit Document as a result agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsMajority Lenders.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Term Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Notes, including, without limitation, the Term Maturity Date, or (iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on Revolving Notes, including, without limitation, the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.162.15), (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof to increase the principal prepayment amounts (other than resulting from a Commitment Increase of Term Commitments under Section 2.15), or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Advances that are required to be paid in any given year (other than resulting from a Commitment Increase of Term Commitments under Section 2.15), (vi) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.11(b), ; (viiviii) amend the definitions of “Majority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders”, or “Maximum Exposure Amount”, ; or (viiiix) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders, it being understood that, if the excess of the Revolving Outstandings is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority Revolving Lenders in addition to all other consents required hereunder;
(f) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders, it being understood that, so long as any Term Commitments remain in effect and unfunded, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority Term Lenders in addition to all other consents required hereunder;
(g) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fh) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and
(gi) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Samples: Credit Agreement (Steel Excel Inc.)
Waivers and Amendments. No amendment (a) Subject to Section 16.15(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 16.15(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of either Credit Limit or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) alter the amortization schedule set forth in Section 9.1;
(iv) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof;
(v) change the percentage of the Lenders’ requirement to constitute the Majority Lenders;
(vi) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this Agreement;
(vii) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiiviii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)16.20, release or discharge a Guarantee or any Security Document, in whole or in part;
(ivix) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, 16.15;
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viiix) amend the definitions of “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Credit Document”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
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Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver of any provision condition of this Agreement agreement may only be amended with the consent of the Borrowers and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive increase the amount of any Credit Facility or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender;
(ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or ;
(iiiii) subordinate extend the time for the payment of the Obligations to interest on any other IndebtednessLoan, forgive any portion of principal thereof, reduce the amount of any instalment under Section 9.1, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect thereof;
(div) no Commitment change the percentage of a Lender the Lenders’ requirement to constitute the Majority Lenders or any obligations otherwise amend the definition of a Lender may be increased or extended without such Lender’s written consentMajority Lenders;
(ev) no amendment, waiver, reduce the stated amount of any interest or consent shall, unless in writing and signed by the Administrative Agent in addition fees to the Lenders required above be paid pursuant to take such action, affect the rights or duties Article 7 of the Administrative Agent under this Agreement or any other Credit Documentagreement;
(fvi) no amendment, waiver or consent shall, unless in writing and signed by permit any subordination of the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement indebtedness hereunder;
(vii) release a Guarantee or any other Credit Document; andSecurity Documents in whole or in part;
(gviii) no amendmentalter the terms of this Section 14.14; (ix) for so long as there are three or fewer Lenders, waiver amend or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties waive any of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.Sections 11.1(b)-(g); or
Appears in 1 contract
Samples: Credit Agreement (Vitran Corp Inc)
Waivers and Amendments. No amendment (a) Subject to Sections 13.14(b) and 13.14(c), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 13.14(a), without the prior written consent of each Lender no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date or any other Scheduled Repayment of the Credit Facility pursuant to 8.1, 8.2 or 8.5;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders' required to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except amount to be paid pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, ARTICLE 6 or ARTICLE 7 of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, Agreement;
(vi) release all or substantially all discharge any Guarantee or, except as otherwise permitted pursuant to 13.20 and 14.13, the Security Documents, in whole or in part; or
(vii) alter the terms of this Section 13.14.
(viii) permit any subordination of any of the Collateral except as permitted under Section 8.7(b), Secured Obligations;
(viiix) amend the definitions of “Majority Lenders”"Availability Period", or “Maximum Exposure Amount”"Completion", or (viii) amend the definitions of “Secured Parties”"Enforcement Date", “"Exposure", "Finance Document", "Finance Party", "Project Longstop Date", "Qualified Affiliate", "Qualified Risk Management Agreement", "Qualified Risk Management Lender", "Qualified Affiliate", "Risk Management Agreement", "Risk Management Program", "Secured Obligations” " or “Collateral” in a manner materially adverse to any "Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Obligations Termination Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document"; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.or
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Waivers and Amendments. No amendment The provisions of each Credit Document may from time to time be amended, modified or waived, if such amendment, modification or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be is in writing and signed consented to by the Majority Lenders Borrower and the BorrowerRequired Lenders; provided, and then however, that no such amendment, modification or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatshall:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, modify this Section without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documentall Lenders;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments amount of any Loans required to be made by a Lender pursuant to its Commitment, extend the maturity date of any Loan made (except or participated in) by any Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender or change the date or the amount of any principal repayment described in Section 3.1(a), without the consent of each Lender to be adversely affected by such amendment, modification or waiver;
(iii) forgive, or otherwise reduce, the principal amount of or reduce the rate of interest on any Lender’s Loan or extend the date on which interest or fees are payable in respect of any Lender’s Loans, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 2.1611.2 and Section 11.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders), ;
(iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) reduce the percentage set forth in the definition of “Required Lenders” or modify any other provision in requirement hereunder that any Credit Document which expressly requires particular action be taken by all Lenders without the consent of, or action or waiver by, of all of the Lenders, ;
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically otherwise expressly provided in the a Credit Documents or Document, release the Borrower from its obligations Obligations under the Guarantyany Credit Documents, (vi) release or all or substantially all of the Collateral except under the Credit Documents, in each case without the consent of all Lenders (and each counterparty under any Secured Hedging Agreement, if not then a Lender); or
(vi) affect adversely the interests, rights or obligations of the Agent (in its capacity as permitted under Section 8.7(bthe Agent), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse unless consented to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAgent.
Appears in 1 contract
Waivers and Amendments. (a) Subject to Sections 14.14(b) - (d) any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrowers and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of either Credit Facility or the amount of the Individual Commitment of any Lender with respect to either Credit Facility;
(ii) extend either the NRT Maturity Date or the RT Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of either Credit Facility;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) permit any subordination of any of the Secured Obligations;
(vii) other than pursuant to Section 14.26, release or discharge any of the Security Documents, the Borrower Guarantee or the Guarantees, in whole or in part; or
(viii) alter the terms of this Section 14.14.
(c) The Borrower may at any time, by written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 14.14(b). A copy of the Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion and provided there is any Default outstanding hereunder, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within 5 days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) if Lenders with Individual Commitments that in the aggregate are equal to or greater than 70%) but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Business Day after the Unanimous Lender Response Period, the Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Business Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the giving of the Acquisition Notice in accordance with the procedures set out in Section 15.6(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen days following the giving of the Acquisition Notice in accordance with the procedures set out in Section 15.6(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facilities which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the giving of the Acquisition Notice and the amount of the Credit Facilities shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. As concerns any Bankers’ Acceptances or BA Rate Loans that otherwise would be subject to prepayment pursuant to this Section 14.14(d), the Borrower shall forthwith pay to the Administrative Agent an amount equal to the aggregate of the aggregate face amount of such Bankers’ Acceptances and the aggregate principal amount of such BA Rate Loans, such amount to be held by the Administrative Agent against any amount owing by the Borrower to such Declining Lenders in respect of such Bankers’ Acceptances and BA Rate Loans. Any such amount paid to the Administrative Agent shall be held on deposit by the Administrative Agent until the maturity date of such Bankers’ Acceptances or BA Rate Loans, at which time it shall be applied against the indebtedness of the Borrower to such Declining Lenders thereunder. While on deposit with the Administrative Agent, such amount shall bear interest at the rate applicable to short term deposits. As concerns any Letter that otherwise would be subject to prepayment pursuant to this Section 14.14(d), the Borrower shall forthwith pay to the Issuing Lender an amount equal to the aggregate contingent liability of the relevant Declining Lenders under such Letter, such amount to be held by the Issuing Lender subject to Section 13.2.
(e) No amendment to or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to shall be effective without the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or prior written consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements Administrative Agent or Banking Services Obligationsthe Issuing Lender, as the case may be.
Appears in 1 contract
Samples: Loan Agreement (Lundin Mining CORP)
Waivers and Amendments. (a) Subject to Sections 14.14(b) - (d) any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:
(i) increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility whether before or after acceleration;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;
(vi) release any of the Guarantees in whole or in part; or
(vii) alter the terms of this Section 14.14.
(c) The Borrower may at any time that no Default or Event of Default has occurred and is continuing, by written request to the Administrative Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 14.14(b). A copy of the Unanimous Lender Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each Lender may in its sole discretion, by written notice to the Administrative Agent (the “Unanimous Lender Response Notice”), within 10 Banking Days of the Administrative Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Individual Commitments that in the aggregate are greater than 30% of the aggregate Individual Commitments of all Lenders do not approve the Unanimous Lender Request, the Administrative Agent shall notify the Borrower and the Lenders that the Unanimous Lender Request has been declined;
(d) if Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments of all Lenders approve the Unanimous Lender Request within the Unanimous Lender Response Period (the “Approving Lenders”), the following shall apply:
(i) On or before the second Banking Day after the Unanimous Lender Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Unanimous Lender Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is fifteen days following the Acquisition Deadline and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such prepayment. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired, the Unanimous Lender Request shall be deemed to have been consented to by all of the Lenders.
(e) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of this Agreement or the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.
(f) Notwithstanding any other Credit Document (other than the Fee Letterprovision hereof, no Defaulting Lender shall have any AutoBorrow Agreementright to approve or disapprove any amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in hereunder, except that the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Individual Commitment of a Lender or any obligations of a such Lender may not be increased or extended without the consent of such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment (a) Subject to Sections 13.14(b) — (d), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 13.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 6 or under Article 7 of this Agreement;
(vi) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above vii) release or discharge any Guarantee or, except as otherwise permitted pursuant to Section 13.20, the Security Documents, in whole or in part; or
(viii) alter the terms of this Section 9.213.14.
(c) Notwithstanding Section 13.14(a), without the prior written consent of each Lender and each Qualified Risk Management Lender, no such amendment or waiver shall directly:
(i) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(ii) permit any subordination of any of the Secured Obligations;
(iii) increase the aggregate Commitments (release or discharge any Guarantee or, except as otherwise permitted pursuant to Section 2.16)13.20, the Security Documents, in whole or in part;
(iv) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, 13.14;
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority LendersCommon Risk Management Agreements”, or “Maximum Exposure AmountEnforcement Date”, or (viii) amend the definitions of “Secured Exposure”, “Finance Documents”, “Finance Parties”, “Secured ObligationsHedging Policy”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit DocumentObligations”; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.or
Appears in 1 contract
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver condition of any provision of this Agreement the Loan Documents may only be amended with the consent of the Borrowers and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent after such failure), shall not be effective only in construed as a breach of such covenant, condition or obligation or as a Default or Event of Default. Any indulgence by the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, Lenders or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient with respect to waive any failure to strictly observe, perform or reduce comply with any term, covenant or condition of any Loan Document is not a waiver of the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))entire term, covenant or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take condition or any action hereunder or under any other Credit Document;subsequent default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendmentsuch amendment or waiver shall directly:
(i) increase the amount of any Credit Facility or the amount of the Individual Commitment of any Lender with respect to any Credit Facility;
(ii) alter the terms of Section 2.05 or Article 9;
(iii) extend the time for the payment of the interest or principal on any Loans, waiverforgive any portion of interest or principal thereof; reduce the stated rate of interest thereon or amend the requirement of pro rata application of amounts received by the Administrative Agent in respect of each Credit Facility;
(iv) consent to any assignment by either Borrower of the Loan Documents or the benefit thereof;
(v) change the percentage of the Lenders' required to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(vi) extend the time for the payment of or reduce the stated amount of any fees to be paid pursuant to Article 7 of this Agreement with respect to the Credit Facilities;
(vii) permit any subordination of the Secured Obligations except as provided in Section 14.22;
(viii) release, discharge or consent shall, unless in writing and signed by all the Lenders and the Borrower, do amend any of the following: Guarantees or the Security Documents, in whole or in part; or
(iix) waive any alter the terms of this Section 14.14.
(c) Without the prior written consent of the conditions specified in Section 3.1 Administrative Agent, no amendment to or Section 3.2, (ii) reduce any fees waiver of Article 14 or other amounts payable hereunder or under any other Credit Document provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective.
(d) Without the prior written consent of the Issuing Lender, no amendment to or waiver of Article 14 or any other than those specifically addressed above in this provision hereof to the extent it affects the rights or obligations of the Issuing Lender shall be effective.
(e) Notwithstanding Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v14.14(a) or any other provision in any Credit Document which expressly requires of this Agreement, the Lenders acknowledge and agree that without the prior written consent ofof Dundee, or action no further amendment or waiver byof Sections 2.04, all of the Lenders9.02, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b9.03(b), (vii) amend the definitions of “Majority Lenders”9.03(c), 9.04 or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may 14.22 shall be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationseffective.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision The provisions of this Agreement and of each Related Document may from time to time be amended, modified or any other Credit Document (other than the Fee Letterwaived, any AutoBorrow Agreementif such amendment, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be modification or waiver is in writing and signed consented to by the Majority Lenders Borrower and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenRequired Lenders; provided thatthat no such amendment, modification or waiver:
(a) no amendment, waiver, or consent shall, unless in writing and signed which would modify any requirement hereunder that any particular action be taken by all Lenders or by the Revolving Lenders and the BorrowerRequired Lenders, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, shall be effective without the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documenteach Lender;
(b) no amendmentwhich would modify this Section 15.1, waiverchange the definition of "Required Lenders," change any Percentage for any Lender (except pursuant to an Assignment Agreement), or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2)amount payable to any Lender, (iii) increase extend the aggregate Commitments (except pursuant Termination Date, or subject any Lender to Section 2.16)any additional obligations, (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires shall be effective without the consent of, or action or waiver by, all of each Lender;
(c) which would permit the Lenders, (v) release of all or substantially all of the Guarantors from their respective obligations under Collateral, shall be effective without the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all consent of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other IndebtednessLender;
(d) no Commitment which would extend the due date for, or reduce the amount of, any payment or prepayment (including, without limitation, any prepayment required pursuant to Section 4.3) of a Lender principal of or interest on any obligations Loan, or fee shall be effective without the consent of a each Lender; provided that any Lender may be increased or extended waive any fees payable to such Lender hereunder without such the consent of any other Lender’s written consent;; or
(e) no amendmentwhich would affect adversely the interests, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;
the Collateral Agent (f) no amendmenteach in such capacity), waiver or shall be effective without consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements Administrative Agent or Banking Services Obligationsthe Collateral Agent, respectively.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) that no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (ia) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3.1, (iib) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2it being understood that the waiver of default interest shall only require the consent of the Majority Lenders), (iiic) increase the aggregate Commitments Total Commitment, (except pursuant to d) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, including, without limitation, the Maturity Date (it being understood that a waiver of any mandatory prepayments under Section 2.162.5(c) shall only require the consent of the Majority Lenders), (ive) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, providing for pro-rata payments by or action or waiver by, all of to the Lenders, or this Section 9.3, (vf) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), Collateral; or (viig) amend the definitions definition of “"Majority Lenders”" or otherwise change the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Credit Document; and provided, or “Maximum Exposure Amount”further, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, that (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s 's written consent;
consent and (eii) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent Agent, the Issuing Lender and the Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Issuing Lender or the Swing Line Lender, as applicable under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment or waiver of any provision Subject to the provisions of this Section 8.3, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to this Agreement, the Guaranty or the Security Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall changing in any event be effective unless manner the same shall be in writing and signed by rights of the Majority Lenders and or the BorrowerBorrower hereunder or thereunder or waiving any Default or Event of Default hereunder; provided, and then however, that no such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided thatsupplemental agreement shall:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, without the consent of each Lender directly affected thereby, extend the Majority Lenders shall be sufficient to waive final maturity of any Loan or postpone any regularly scheduled payment of principal of any Loan or forgive all or any portion of the principal amount thereof, or reduce the increased portion rate or extend the time of payment of interest on or fees thereon or increase the Revolving Advances resulting from Section 2.9(e)), or (ii) change amount of the number Commitment of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;such Lender hereunder.
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires without the consent of, or action or waiver by, of all of the Lenders, reduce the percentage specified in the definition of Required Lenders.
(vc) without the consent of all of the Lenders, amend this Section 8.3.
(d) without the consent of all of the Lenders, release all or substantially all of the Guarantors from their respective obligations under of the Guaranty Obligations or, except as specifically otherwise provided in the Credit Documents or release the Borrower from its obligations under the GuarantySection 10.16, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend Collateral. No amendment of any provision of this Agreement relating to the definitions Administrative Agent shall be effective without the written consent of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate Administrative Agent. The Administrative Agent may waive payment of the Obligations to fee required under Section 12.3(c) without obtaining the consent of any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendmentparty to this Agreement. Notwithstanding anything to the contrary herein, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to may, with the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent under Borrower only, amend, modify or supplement this Agreement or any of the other Credit Document;
(f) no amendmentLoan Documents to cure any ambiguity, waiver omission, mistake, defect or consent shallinconsistency of a technical or immaterial nature, unless as determined in writing and signed good faith by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsAdministrative Agent.
Appears in 1 contract
Waivers and Amendments. (a) No amendment amendment, modification, restatement, supplement, termination, or waiver of or to this Agreement or any other Loan Document (other than the Fourth Amendment Fee Letter and the Sixth Amendment Fee Letter), or consent to any departure from, any provision of this Agreement or any the other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefromLoan Documents, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Administrative Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders affected thereby and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the BorrowerBorrowers, do any of the following: :
(i) waive increase, extend or reinstate any Revolver Commitment of the conditions specified any Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in Section 3.1 or Section 3.2, any Revolver Commitment of any Lender,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document except pursuant to Section 2.20,
(iii) reduce or forgive the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Credit Loan Document (other than those specifically addressed above in this Section 9.2)or reduce, (iii) increase the aggregate Commitments (except pursuant to Section 2.16)waive, (iv) amend Section 2.13(f)forgive, Section 7.6defer, this Section 9.2, Section 9.7(a)(v) extend or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any payment of interest, fees or other amounts payable hereunder under the Loan Documents,
(iv) change the Pro Rata Share that is required to take any action hereunder,
(v) amend or extend the Maturity Date, modify this Section or (ii) subordinate payment any provision of the Obligations Agreement providing for consent or other action by all Lenders,
(vi) other than as permitted by Section 10.12, release Agent’s Lien in and to any other Indebtedness;of the Collateral,
(dvii) no Commitment of a Lender amend Section 9.1(a) to permit any Borrower or any obligations of a Lender may its Affiliates to be increased or extended without such Lender’s written consent;permitted to become an Assignee,
(eviii) no amendmentchange or otherwise modify the definition of “Required Lenders” or “Pro Rata Share” (for the avoidance of doubt, waiver, any such change or modification shall be deemed to affect all Lenders) or change or otherwise modify or consent shallto any departure from any other provision of this Agreement or the other Loan Documents (including, unless without limitation, any provisions of Section 2.4(a)(ii) through (vi) and Section 10.13(b)) in writing and signed by a manner that would alter (or have the Administrative Agent in addition to effect of altering) the Lenders required above to take such actionpro rata sharing and/or application of any payments, affect the rights distributions or duties of the Administrative Agent other amounts under this Agreement or any other Credit Document;Loan Document (for the avoidance of doubt, any change, modification or consent contemplated by this clause (viii) shall be deemed to affect all Lenders),
(fix) no other than as permitted by Section 10.12, amend, modify, supplement or waive (or consent to any departure from) the terms of this Agreement or any other Loan Document to the extent that any such amendment, modification, supplement, waiver or consent would subordinate or prime (or have the effect of subordinating or priming), whether by contract, structurally or otherwise, (i) the Obligations (or any portion thereof) in right of payment and/or (ii) the Liens securing (or purporting to secure) the Obligations (or any portion thereof) in right of security to any other Debt or other debt for borrowed money or commitments or Liens related thereto, whether such other Indebtedness or commitment or Liens related thereto are documented in this Agreement or in any document or instrument outside of this Agreement (for the avoidance of doubt, any action contemplated by this clause (ix), if taken, shall be deemed to affect all Lenders),
(x) other than as permitted by Section 10.12, release any Borrower from any obligation for the payment of money, or
(xi) amend any of the provisions of Section 10.
(b) No amendment, waiver, modification, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fourth Amendment Fee Letter or the Sixth Amendment Fee Letter, without the written consent of Agent and Administrative Borrower (and shall not require the written consent of any of the Lenders) or (ii) any provision of Section 10 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, the Borrowers, and the Required Lenders.
(c) No amendment, waiver or consent shall, unless in writing and signed by the Agent or Issuing Lender in addition to the Lenders required above to take such actionLender, as applicable, affect the rights or duties of such Agent or Issuing Lender Lender, as applicable, under this Agreement or any other Credit Loan Document; and
(g) no . The foregoing notwithstanding, any amendment, waiver modification, waiver, consent, termination, or consent shallrelease of, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such actionor with respect to, affect the rights or duties any provision of such Swingline Lender under this Agreement or any other Credit Document. For Loan Document that relates only to the avoidance relationship of doubtthe Lender Group among themselves, no and that does not affect the rights or obligations of the Borrowers, shall not require consent by or the agreement of the Borrowers.
(d) [Intentionally Omitted].
(e) If (i) any action to be taken by the Lender Group or Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender fails to give its consent, authorization, or agreement, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender is unable to make, maintain or fund LIBOR RateSOFR Loans or (iv) any Borrower is required to make additional payments to a Lender or Governmental Authority under Section 10.11 (any Affiliate of such Lender replaced pursuant to this subsection (e) shall be referred to as a “Replaced Lender”); then Agent, upon at least five (5) Business Days prior irrevocable notice to the Replaced Lender, may permanently replace the Replaced Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Replaced Lender shall have any voting rights under this Agreement or any Credit Document as a result no right to refuse to be replaced hereunder. Such notice to replace the Replaced Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Replaced Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Replaced Lender being repaid its share of the existence outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Replaced Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Replaced Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Replaced Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations owed of the Replaced Lender hereunder and under the other Loan Documents, the Replaced Lender shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake the Replaced Lender’s Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.
Appears in 1 contract
Samples: Loan and Security Agreement (FS Credit Real Estate Income Trust, Inc.)
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver of any provision condition of this Agreement agreement may only be amended with the consent of the Borrowers and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive increase the amount of any Credit Facility or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender;
(ii) reduce any fees extend the Credit Facility 1 Maturity Date or other amounts payable hereunder or under any other the Credit Document (other than those specifically addressed above in this Section 9.2), Facility 2 Maturity Date;
(iii) increase extend the aggregate Commitments (except pursuant to time for the payment of the interest on any Loan, forgive any portion of principal thereof, reduce the amount of any instalment under Section 2.16)9.01, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect thereof;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend Section 2.13(f), Section 7.6, the definition of Majority Lenders;
(v) reduce the stated amount of any fees to be paid pursuant to Article 7 of this agreement;
(vi) permit any subordination of the indebtedness hereunder;
(vii) release the Guarantee or any Security Documents in whole or in part; or
(viii) alter the terms of this Section 9.214.14.
(c) Without the prior written consent of the Agent, Section 9.7(a)(v) no amendment to or waiver of Sections 14.01 through 14.13 or any other provision in any Credit Document which expressly requires hereof to the consent of, extent it affects the rights or action or waiver by, all obligations of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;Agent shall be effective.
(d) Without the prior written consent of the Issuing Lender, no Commitment amendment to or waiver of a Lender Article 14 or any other provision hereof to the extent it affects the rights or obligations of a the Issuing Lender may shall be increased or extended without such Lender’s written consent;effective.
(e) no amendmentNotwithstanding Section 14.14(b)(vii), waiverthe Agent shall be entitled, without the consent of any Lender, to execute and deliver a release or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties discharge of any Security over any assets of the Administrative Agent under this Agreement or Obligors at the time of any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition Permitted Disposition with respect to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsassets.
Appears in 1 contract
Samples: Credit Agreement (Vitran Corp Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, waiver or consent shall, unless in writing without the consent of each Lender directly and signed by all the Revolving Lenders and the Borroweradversely affected thereby, (i) reduce the principal amount of, or rate of interest on, the Revolving Advances (provided that, other than the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion Default Rate of interest on the Revolving Advances resulting from Section 2.9(ewhich may be reduced or waived by the Majority Lenders)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce the amount of any fees or other amounts payable hereunder or under any other Credit Loan Document (other than those specifically addressed above in this Section 9.29.03 and other than mandatory prepayments under Section 2.04(b), which may be reduced or waived by the Majority Lenders), (iii) increase amend, waive or consent to depart from any of the aggregate Commitments conditions specified in Section 3.01 (except pursuant other than such conditions which are expressly noted to Section 2.16be subject to Majority Lenders’ approval), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) increase the Commitment or any other provision in obligations of any Credit Document which expressly requires the consent of, or action or waiver by, all of the LendersLender, (v) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.03 and other than mandatory prepayments under Section 2.04(b), which may be reduced or waived by the Majority Lenders), including an extension of the Maturity Date, or (vi) amend, waive or consent to depart from Section 2.12(e) or Section 7.06;
(b) no amendment, waiver or consent shall, unless the same shall be in writing and signed by each Lender, (i) except as permitted under Section 8.11(b), release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), Collateral; or (viiii) amend the definitions definition of “Majority Lenders”, this Section 9.03 or “Maximum Exposure Amount”any other provision in any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder (viiiother than as provided in clause (c) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;below); and
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Loan Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Samples: Credit Agreement (CVR Energy Inc)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, Letters or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrower or by the Borrower and the Administrative Agent with the consent of the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:that (subject to Section 2.16 with respect to any Defaulting Lender):
(a) no amendment, waiver, or consent shall, unless in writing and signed by the Borrower and all the Revolving Lenders directly and adversely affected thereby, do any of the Borrower, following: (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Advances, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action fees or other amounts payable hereunder or under any other Credit Document;, or (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Revolving Advances, including the Maturity Date, or for any payment of any fees or other amounts payable hereunder,
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viii) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all value of the Collateral Subsidiary Guaranties except as permitted under Section 8.7(b), ; (viiiv) amend the definitions definition of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viiiv) amend change the definitions percentage of “Secured Parties”, “Secured Obligations” Lenders which shall be required for the Lenders to take any action hereunder or “Collateral” in a manner materially adverse to under any Secured Partyother Credit Document;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, (i) increase the Aggregate Commitment (except pursuant to Section 2.15) or (ii) affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, (i) increase the Aggregate Commitment (except pursuant to Section 2.15), (ii) increase the Letter of Credit Maximum Amount or (ii) affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and;
(gf) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, (i) increase the Swing Line Sublimit Amount or (ii) affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For ; and
(g) the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document Subsidiary Guaranty may be supplemented (but not otherwise amended) as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsexpressly provided therein.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement AgreementsLetters), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce the principal or interest amounts payable hereunder or under any other Credit Document, (iii) reduce any fees or other amounts payable hereunder or under any other Credit Document Document; (iv) postpone or extend any date fixed for any payment of any fees or other than those specifically addressed above in this Section 9.2)amounts payable hereunder, (iiiv) increase the aggregate Commitments (except pursuant to Section 2.162.15), (ivvi) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyDocuments, (viviii) release all or substantially all of the Collateral except as permitted under Section 8.7(b)8.8, or (viiix) amend the definitions definition of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(cb) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtednessreduce such Lender’s voting percentage;
(dc) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gf) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No Subject to Sections 2.14(c), 2.14(d), 2.14(e), 8.7(b) and Section 9.2(c) below, no amendment or waiver of any provision of this Agreement or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, Borrower (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall in addition to such other parties that may be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from required under this Section 2.9(e)9.2), or (ii) to change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit DocumentLoan Document (including the definition of “Required Lenders”);
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders (other than any Defaulting Lender) and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce change any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in of the provisions of this Section 9.2), (iii) increase or the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) definition of “Required Lenders” or any other provision in of any Credit Loan Document which expressly requires specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent ofthereunder, or action or waiver by, all without the written consent of the Lenderseach Lender, (viii) release all or substantially all of the Guarantors from their respective obligations in respect of the Guarantee provided for under Article II of the Guaranty and Collateral Agreement except as specifically provided in the Credit Loan Documents or release the Borrower from its obligations under the GuarantyGuaranty and Collateral Agreement, (iv) increase the advance rates set forth in the definition of “Borrowing Base”, (v) permit any Loan Party to assigns its rights hereunder, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b)) or subordinate the Administrative Agent’s Lien on any material portion of the Collateral, (vii) amend change the definitions definition of “Majority Lenders”, Applicable Percentage” or “Maximum Exposure Amount”, any change to the pro rata sharing of payments or reduction in commitments among lenders under Section 2.9(d) or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;modify Section 2.18(b).
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender (including each Defaulting Lender in connection with Sections 9.2(c)(i), (ii) and (iii), but otherwise excluding any Defaulting Lender) directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any interest, fees or other amounts payable hereunder hereunder, extend the Maturity Date with respect to Loans or extend the expiration of any Letter of Credit to a date after the Maturity DateDate with respect to Loans, or (ii) subordinate payment reduce the principal or interest amounts payable hereunder or under any other Loan Document (provided that, the consent of the Obligations Required Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 2.13(a)) (iii) reduce any fees or other amounts payable hereunder or under any other IndebtednessLoan Document (other than the principal or interest) with respect to Loans or (iv) amend Section 2.18(d), Section 2.20 or Section 7.6,;
(d) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower increase the advance rates set forth in the definition of. “Borrowing Base,” add new categories of eligible assets, or modify the categories of eligible assets or components of the Borrowing Base if the result thereof is to increase the amounts available to be borrowed, without the written consent of each Lender;
(e) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such LenderXxxxxx’s written consent;
(ef) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Loan Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the applicable Issuing Lender under this Agreement or any other Credit Loan Document. Notwithstanding the foregoing, (a) the Borrower and Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender (i) to cure any ambiguity, omission, mistake, error, defect or inconsistency, (ii) to add a Guarantor with respect to the Loans or Collateral to secure the Loans, (iii) to make administrative changes that do not adversely affect the rights of any Lender, including any Benchmark Replacement Conforming Changes or (iv) make changes that enhance the rights of the Lenders. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Loan Document as a result of the existence of obligations owed to it under Hedging Arrangements Swap Agreements or Banking Services Obligations. If, in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or “each Lender directly and adversely affected thereby,” 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 has not been 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, the Administrative Agent and the Issuing Lenders shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment 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 Section 9.7, 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 2.15 and 2.17, 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.
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Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of either Credit Limit or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender with respect to the Credit Facility;
(ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Applicable Rate”, “Change of Control”, “Maturity Date” or any definition forming part thereof;
(iii) amend Sections 9.1, 9.3 or 9.6;
(iv) extend the time for the payment of interest or fees on Accommodations, forgive any portion of principal thereof, reduce the stated rate of interest or fees thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility); or
(v) permit any subordination or postponement of any of the Secured Obligations.
(c) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, each Qualified Cash Management Lender and each Qualified Risk Management Lender, no such amendment or waiver shall directly:
(i) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders”;
(ii) permit any subordination of any of the Secured Obligations;
(iii) except as otherwise permitted pursuant to Section 14.19, release or “Maximum Exposure Amount”discharge the Security Documents, in whole or in part;
(viiiiv) alter the terms of this Section 14.14;
(v) amend the definitions of “Cash Management Agreement”, “Lenders”, “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
Appears in 1 contract
Samples: Credit Agreement (Ero Copper Corp.)
Waivers and Amendments. No amendment (a) Subject to Section 14.14(b), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender with respect to the Credit Facility;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this agreement;
(vi) permit any other Credit Document subordination of any of the Secured Obligations;
(other than those specifically addressed above in this Section 9.2), (iiivii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)14.19, release or discharge the Security Documents, in whole or in part;
(ivviii) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v14.14;
(ix) or any other provision in any Credit Document which expressly requires alter the consent of, or action or waiver by, all terms of the Lenders, Intercreditor Agreement; or
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viiix) amend the definitions of “Secured Risk Management Agreements”, “Enforcement Date”, “Exposure”, “Finance Documents”, “Finance Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsdefinition forming part thereof.
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Waivers and Amendments. No amendment (a) Except as otherwise expressly provided in Section 2.13(b), no amendment, modification, restatement, supplement, termination, or waiver of any provision of or to this Agreement or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor or consent to any departure by from, any Credit Party therefromprovision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders affected thereby and the Borrower, do any of the following:
(i) increase or extend any Revolver Commitment of any Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender;
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), Loan Document,
(iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or change the Pro Rata Share that is required to take any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, hereunder,
(v) release all amend or substantially all modify this Section or any provision of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents this Agreement providing for consent or release the Borrower from its obligations under the Guaranty, other action,
(vi) other than as permitted by Section 10.12, release all or substantially all the Agent’s Lien in and to any of the Collateral except as permitted under Section 8.7(b), Collateral,
(vii) amend the definitions Section 9.1(a) to permit Borrower or any of “Majority Lenders”, or “Maximum Exposure Amount”, or its Affiliates to be permitted to become an Assignee,
(viii) amend change the definitions definition of “Secured Parties”, “Secured ObligationsRequired Lenders” or “Collateral” in a manner materially adverse to any Secured Party;Pro Rata Share”,
(cix) no amendment, waiver, amend or consent shall, unless modify the definition of “Borrowing Base” or any of the defined terms that are used in writing and signed by each Lender directly affected therebysuch definition, (ix) postpone other than as permitted by Section 10.12, contractually subordinate any date fixed of the Agent’s Liens, (xi) other than as permitted by Section 10.12, release Borrower from any obligation for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendmentmoney, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.or
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Term Notes, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Term Notes, including, without limitation, the Term Maturity Date, or (iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on Revolving Notes, including, without limitation, the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date to a date that is earlier than one day after the then effective Revolving Maturity Date, amend the amortization schedule thereof so as to require more than 1% per annum of the aggregate Term Advances outstanding on Effective Date, or otherwise change any provision hereof which would have the effect of increasing the aggregate amount of Term Advances that are required to be paid in any given year, (vi) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.8(b), ; or (viiviii) amend the definitions of “Majority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders, it being understood that, if the excess of the aggregate Revolving Commitments over the sum of (i) the aggregate outstanding amount of all Revolving Advances plus (ii) the Letter of Credit Exposure plus (iii) the aggregate outstanding amount of all Swing Line Advances, is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Majority Revolving Lenders in addition to all other consents required hereunder;
(f) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders;
(g) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fh) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and
(gi) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Borrowers, the Majority Lenders, and each of the Lenders directly and adversely affected thereby, do any of the Borrower, following: (i) postpone or extend the scheduled maturity dates or times for payment of amounts owing to a Lender (but excluding any waivers of the application of the Default Rate) and, it being understood that any change in the definition of any ratio used in the calculation of the rate of interest or fees (or any component definition thereof) shall not constitute a reduction in the rate of interest or fees for purposes of 140 this Section 9.3; provided that, the applicable Administrative Agent and the applicable Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Documents or enter into additional Credit Documents as the applicable Administrative Agent reasonably deems appropriate in order to implement the applicable Replacement Rate or otherwise effectuate the terms of Section 2.4(c)(xiv) and Section 2.4(c)(xv) in accordance with the terms set forth therein, (ii) reduce the principal ofprincipal, interest or interest on, fees owing to such Lender (but excluding any waivers of the Revolving Advances application of the Default Rate) or (iii) reduce any other amounts payable hereunder or under any Credit Document to any such Lender and not covered under the foregoing clause (ii); provided that, in the case of clause (ii) above, the consent of the Majority Lenders Administrative Agents shall also be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Documentrequired;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the BorrowerBorrowers, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.12(g), Section 7.6, this Section 9.2, Section 9.7(a)(v9.3(b) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral or subordinate the Liens on all or a material portion of the Collateral, in each case under this clause (iii), except as permitted under Section 8.7(b), ) or (viiiv) amend the definitions of “Canadian Majority Lenders, “US Majority Lenders”, “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless an amendment to this Agreement solely to amend the necessary provisions of Article 2 to effect and account for a Commitment Increase effected pursuant to Section 2.17 may be entered into so long as such amendment is in writing and signed by each Lender directly affected therebythe US Borrower or Canadian Borrower, (i) postpone any date fixed for any interestas applicable, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of Administrative Agents and the Obligations to any other Indebtednessapplicable Increasing Lenders and Additional Lenders;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the such Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such the Issuing Lender under this Agreement or any other Credit Document; and;
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document; and
(h) no amendment shall amend the definitions of “Designated Currency” (other than as contemplated within Section 1.6) or Section 1.6 without the written consent of each Lender directly and adversely affected thereby and, to the extent clause (c) of the definition of “Designated Currency” is amended, the Issuing Lender (it being understood and agreed that a change that requires a Lender to fund in a new currency shall be deemed to be adverse to such Lender for the purposes of clause (h)). For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations. 141 Notwithstanding anything to the contrary contained in this Section 9.3, (a) the Borrowers and the US Administrative Agent may (but are not obligated to), without the input or consent of any other Lender, effect amendments to correct any jointly identified obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents and (b) guarantees, collateral security documents and related documents executed by the Parent or any of its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Borrowers and the US Administrative Agent or the Canadian Administrative Agent, as applicable, may (but are not obligated to) amend, supplement or waive any provision thereof without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects as determined by the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Borrowers or (z) cause such guarantee, collateral security document or other document to be not inconsistent or not in conflict with this Agreement and the other Credit Documents as determined by the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Borrowers; provided that, the inclusion in such other Credit Document of terms and provisions, rights or remedies in favor of a Lending Party and not addressed in this Agreement shall not be deemed to be in conflict or inconsistent with this Agreement.
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Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver condition of any provision of this Agreement the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive any increase the amount of the conditions specified in Section 3.1 Credit Facility or Section 3.2, the amount of the Individual Commitment of any Lender;
(ii) extend the Maturity Date;
(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent;
(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(v) reduce the stated amount or postpone the date for payment of any fees or other amounts payable hereunder amount to be paid pursuant to Article 7 or under Article 8 of this agreement;
(vi) permit any other Credit Document subordination or postponement of any of the Secured Obligations;
(other than those specifically addressed above vii) except as otherwise permitted pursuant to Section 14.20, release or discharge the Guarantees or the Security Documents, in whole or in part; or
(viii) alter the terms of this Section 9.214.14.
(c) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, each Qualified Cash Management Lender and each Qualified Risk Management Lender, no such amendment or waiver shall directly:
(i) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;
(ii) permit any subordination of any of the Secured Obligations;
(iii) increase the aggregate Commitments (except as otherwise permitted pursuant to Section 2.16)14.20, release or discharge the Guarantees or the Security Documents, in whole or in part;
(iv) amend Section 2.13(f), Section 7.6, alter the terms of this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, 14.14;
(v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured PartiesCommon Cash Management Agreement”, “Secured ObligationsCommon Risk Management Agreement”, “Enforcement Date”, “Exposure”, “Finance Document”, “Finance Party”, “Qualified Affiliate”, “Qualified Cash Management Lender”, “Qualified Risk Management Lender”, “Cash Management Agreement”, “Risk Management Agreement” or “Collateral” in a manner materially adverse to any Secured Party;Obligations”; or
(cvi) no amendmentchange the ability of a Qualified Risk Management Lender to close out or terminate a Risk Management Agreement or the ability to net or set-off; or
(vii) amend or waive Section 11.3(d), waiverSection 14.21, Section 14.22 or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;Section 14.24.
(d) no Commitment No amendment to or waiver of a Lender any provision hereof to the extent it affects the rights or any obligations of a Lender may the Administrative Agent shall be increased or extended effective without such Lender’s the prior written consent;consent of the Administrative Agent.
(e) no amendment, waiver, No amendment to or consent shall, unless in writing and signed by the Administrative Agent in addition waiver of any provision hereof to the Lenders required above to take such action, affect extent it affects the rights or duties obligations of the Administrative Agent under this Agreement or any other Credit Document;Issuing Lender shall be effective without the prior written consent of the Issuing Lender.
(f) no amendmentNotwithstanding Section 14.14(b)(iii), waiver the Administrative Agent shall be entitled, without the consent of any Lender, to authorize the Mexican Collateral Agent to execute and deliver a release or consent shall, unless in writing and signed by discharge of any Security over any Secured Assets at the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties time of any disposition of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsassets which is permitted hereunder.
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Waivers and Amendments. 20.16.1 Except as otherwise expressly provided in subsections 10.3.1 and 10.3.2, in respect of the percentage of ownership interest in a Pledged Restricted Subsidiary, or in subsections 20.16.2 and 20.16.3, any term, covenant, agreement, condition or obligation of any Operative Document may be amended with the consent of the Restricted Credit Parties that are party thereto and the Administrative Agent, acting in accordance with the instructions of the Majority Lenders, and such amendment shall be binding upon all the parties hereto or thereto or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Administrative Agent, acting in accordance with the instructions of the Majority Lenders, and such waiver shall be binding upon all of the Lenders and in any such event the failure to observe, perform or discharge any such term, covenant, agreement, condition or obligation (whether such amendment is executed or such consent or waiver is given before or after such failure) shall not be construed as a breach of such term, covenant, agreement, condition or obligations or an Event of Default.
20.16.2 Without the prior consent of every Lender and the Borrowers, no amendment, waiver or other action of, or in respect of, any Operative Document shall:
20.16.2.1 increase the aggregate amount of any Facility, the amount or term of any of the Commitments or the proportion represented by the Rateable Share of any Lender, except to the extent expressly permitted or required in this Agreement;
20.16.2.2 postpone or defer the time for the payment of the principal of or interest on the Loans or any part thereof, any Stamping Fee, any LC Fee or any other amount payable hereunder;
20.16.2.3 decrease the rate or amount or change the currency of any principal, interest or fees (including Stamping Fees and LC Fees) payable hereunder or the requirement of pro rata application in accordance with each Lender’s Rateable Share of all amounts received by the Administrative Agent in respect of each Facility;
20.16.2.4 change the definition of “Required Lenders” or “Majority Lenders” or “Supermajority Lenders”;
20.16.2.5 be made in respect of the last paragraph of Section 2.16 or amend this Section 20.16;
20.16.2.6 release or postpone any Guarantee or Pledge of any Restricted Credit Party under any Operative Document except as otherwise expressly permitted or required by the provisions of any Operative Document; and
20.16.2.7 release any Borrower of any of its obligations to become a party to a Guarantee Agreement in respect of all of the Obligations (other than those that are its direct obligations).
20.16.3 No amendment or waiver of any provision of this Agreement or any other Credit Operative Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do affect any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties obligations of the Administrative Agent or the LC Issuing Lenders under any Operative Document without the prior consent of the Administrative Agent or the LC Issuing Lenders, as the case may be.
20.16.4 Nothing contained in this Agreement or the other Operative Documents, including the specific reference to Lenders in certain provisions and to Majority Lenders in other provisions, should be construed or interpreted as in any other Credit Document;
(f) no amendment, waiver way limiting or consent shall, unless in writing and signed by restricting the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result generality of the existence provisions of obligations owed to it under Hedging Arrangements or Banking Services Obligationsthis Section 20.16.
Appears in 1 contract
Samples: Credit Agreement (Cgi Group Inc)
Waivers and Amendments. No Subject to Section 2.14(c) and (d), no amendment or waiver of any provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.18) or any other Credit Loan Document (other than the Fee Commitment Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor and no consent with respect to any departure by the Borrower or any Credit Party of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by the Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided thatprovided, however, that no such waiver, amendment, or consent shall:
(a) increase or extend any Commitment of any Lender without the written consent of such Lender; provided that no amendment, waivermodification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Commitment of any Lender,
(b) postpone, extend or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent shallof each Lender adversely affected thereby,
(c) except as provided in Section 2.19, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Loan Document without the written consent of each Lender adversely affected thereby,
(d) change “Pro Rata Share” or Section 2.3, 7.3 or 10.4 without the written consent of each Lender,
(e) amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders without the written consent of each Lender,
(f) change the definition of “Required Lenders” without the written consent of each Lender,
(g) other than those specifically addressed above in this as permitted by Section 9.2)11.4 and clause (h) below, release any Loan Party from any obligation for the payment of money without the written consent of each Lender,
(iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vih) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty (or subordinate liens on all or substantially all of the Collateral) without the written consent of each Lender, except as in connection with a Disposition of the relevant Guarantor or such Collateral to a Person that is not a Loan Party to the extent expressly permitted by the Loan Documents and except in connection with a “credit bid” undertaken by the Agent at the direction of the Required Lenders pursuant to Section 363(k) or Section 1129(b)(2)(a)(ii) of the Bankruptcy Code or otherwise under Section 8.7(bthe Bankruptcy Code or other sale or Disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Loan Documents (in which case only the consent of the Required Lenders will be needed for such release), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;or
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone subordinate (x) the priority of any date fixed for payments in respect of any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
Debt or (dy) no Commitment the priority of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by Liens securing the Administrative Agent in addition Obligations to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Liens securing any other Credit Document;
(f) Debt, in each case, without the written consent of each Lender; provided, further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the respective Issuing Lender in addition to the Lenders required above to take such actionLender, as applicable, affect the rights or duties of the Agent or such Issuing Lender Lender, as applicable, under this Agreement or any other Credit Loan Document; and
(g) no . The foregoing notwithstanding, any amendment, waiver modification, waiver, consent, termination, or consent shallrelease of, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such actionor with respect to, affect the rights or duties any provision of such Swingline Lender under this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of the Borrower, shall not require consent by or the agreement of the Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase shall only require the consent of the Borrower, the Agent and the new Lenders and shall not require the consent of any other Lender. Notwithstanding the foregoing, only the Required Revolving Lenders (in lieu of the Required Lenders) shall have the ability to waive, amend, supplement or modify (x) any condition precedent to a borrowing of Revolving Loans (or issuance, extension or renewal of any Letter of Credit) pursuant to Section 3.2 of this Agreement or (y) any other provision affecting the Revolving Commitments, Revolving Loans and the Revolving Credit DocumentFacility so long as such waiver, amendment, supplement or modification does not directly and adversely affect any other Class of Lenders in any material respect as to any other Class of Lenders. For Notwithstanding anything in this Agreement to the contrary, (i) to the extent any waiver, amendment or modification of any provision of this Agreement or any other Loan Document affects the Lenders of a particular Class, but does not affect the Lenders of any other Class, such waiver, amendment or modification shall require the consent of the Required Lenders of such Class (but not any other Lenders) and (ii) no waiver, amendment or modification of any provision of this Agreement or any other Loan Document that materially adversely affects the Lenders of a Class in a manner that does not affect other Classes shall not be effective against the Lenders of such Class unless the Required Lenders of such Class (in addition to any other percentage of Lenders required to consent to such waiver, amendment or modification) shall have consented to such waiver, amendment or modification; provided, however, for the avoidance of doubt, in no Lender or any Affiliate other circumstances shall the concurrence of the Required Lenders of a Lender shall have particular Class be required for any voting rights under waiver, amendment or modification of any provision of this Agreement or any Credit Document other Loan Document. If any action to be taken by the Lender Group or the Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then, if no Event of Default has occurred and is continuing, the Borrower, upon at least 5 Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as a result applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the existence outstanding Obligations (including an assumption of its Pro Rata Share of any participation in any Letter of Credit Usage) without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolving Commitments, and the other rights and obligations owed of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (P10, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor and no consent with respect to any departure by any Credit Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, however, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders directly affected thereby and the Borrower, do any of the following:
(ia) increase or extend any Revolver Commitment of any Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender,
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(c) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any Loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;Loan Document,
(d) no Commitment of a Lender or change the Pro Rata Share that is required to take any obligations of a Lender may be increased or extended without such Lender’s written consent;action hereunder,
(e) no amendmentamend, waivermodify, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties eliminate any of the Administrative Agent under this Agreement provisions of Section 9.1 or any other Credit Document;the definition of Eligible Transferee with respect to assignments to or participations with a Loan Party or Affiliates of a Loan Party,
(f) amend or modify this Section or any provision of the Agreement providing for consent or other action by all Lenders,
(g) change the definition of “Required Lenders” or “Pro Rata Share”,
(h) other than as permitted by Section 10.12, release any Loan Party from any obligation for the payment of money, or
(i) amend any of the provisions of Article X. and, provided further, however, (a) that no amendment, waiver or consent shall, unless in writing and signed by Agent or the Issuing Lender in addition to the Lenders required above to take such actionLender, as applicable, affect the rights or duties of such Agent or the Issuing Lender Lender, as applicable, under this Agreement or any other Credit Document; andLoan Document and (b) Borrower may amend the Disclosure Statement from time to time with Agent’s written consent without the consent of any Lender.
(gi) no amendment, waiver or consent shall, unless in writing and signed any action to be taken by the Swingline Lender in addition Group or Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to the Lenders give its consent, authorization, or agreement, or (ii) if any Lender is a Defaulting Lender hereunder, or (iii) if any Lender (“Compensated Lender”) requests compensation pursuant to Section 2.13 or if Borrower is required above to take pay any additional amount to such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate Governmental Authority for the account of such Lender pursuant to Section 10.11, then Agent or, if no Event of Default has occurred and is continuing, Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, Defaulting Lender or Compensated Lender, may permanently replace the Holdout Lender, Defaulting Lender or Compensated Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender, Defaulting Lender or Compensated Lender shall have any voting rights under this Agreement no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender, Defaulting Lender or any Credit Document Compensated Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender, Defaulting Lender or Compensated Lender, as a result applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender, Defaulting Lender or Compensated Lender, as applicable, being repaid its share of the existence outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender, Defaulting Lender or Compensated Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender, Defaulting Lender or Compensated Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender, Defaulting Lender or Compensated Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations owed of the Holdout Lender, Defaulting Lender or Compensated Lender hereunder and under the other Loan Documents, the Holdout Lender, Defaulting Lender or Compensated Lender, as applicable, shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Ares Commercial Real Estate Corp)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1, (ii) increase the aggregate Commitments (except pursuant to Section 2.15), (iii) amend Section 2.12(e), Section 7.6, this Section 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (iv) release all or substantially all of the Guarantors from their respective obligations under any Guaranty except as specifically provided in the Credit Documents, (v) release all or substantially all of the Collateral except as permitted under Section 8.7(b); (vi) other than as a result of acceleration pursuant to Article 7, change the Term Maturity Date to a date that is earlier than the then effective Revolving Maturity Date; or (vii) amend the definitions of “Majority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders”, or “Maximum Exposure Amount”;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, of Revolving Advances or interest on, the Revolving Advances amounts thereon payable hereunder or under any other Credit Document (provided that, the consent of the Majority Revolving Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e2.8(d)); (ii) waive any of the conditions specified in Section 3.2 in connection with the making of any Revolving Advance or Swing Line Advance or any issuance, increase, renewal or extension of any Letter of Credit or any reallocation of the Letter of Credit Exposure; or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(bc) no amendment, waiver, or consent shall, unless in writing and signed by all the Term Lenders and the Borrower, do any of the following: (i) reduce the principal of Term Advances or interest amounts thereon payable hereunder or under any other Credit Document (provided that, the consent of the Majority Term Lenders shall be sufficient to waive or reduce the increased portion of interest on Term Advances resulting from Section 2.8(d)); (ii) waive any of the conditions specified in Section 3.1 3.2 in connection with the making of any Term Advance; or Section 3.2(iii) change the number of Term Lenders which shall be required for the Term Lenders to take any action hereunder or under any other Credit Document;
(d) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) subject to clause (a)(vi) above, postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Revolving Maturity Date or the Term Maturity Date, or (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above the principal or interest);
(e) an amendment to this Agreement solely to amend the necessary provisions of Article II (including a revised Schedule III to increase (but not decrease) the amount of each amortization payment) to effect and account for an increase in this Section 9.2), (iii) increase the aggregate Term Commitments (except effected pursuant to Section 2.16)2.15 may be entered into so long as such amendment is in writing and signed by the Borrower, (iv) amend Section 2.13(f)the Administrative Agent and the applicable Increasing Lenders and Additional Lenders; provided that, Section 7.6, this Section 9.2, Section 9.7(a)(v) or the quarterly installment amount of Term Advances payable to any other provision in any Credit Document which expressly requires particular Term Lender may not be decreased without the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Partysuch Term Lender;
(cf) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender’s written consent;
(g) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected therebythe Majority Revolving Lenders and the Majority Term Lenders adversely affect the interests, rights or obligations of the Revolving Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Term Lenders, it being understood that, if the excess of the aggregate Revolving Commitments over the sum of (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or aggregate outstanding amount of all Revolving Advances plus (ii) subordinate payment the Letter of Credit Exposure plus (iii) the aggregate outstanding amount of all Swing Line Advances, is greater than $0, any amendment, waiver or consent that has the effect of curing or waiving any Default shall require the consent of the Obligations Majority Revolving Lenders in addition to any all other Indebtednessconsents required hereunder;
(dh) no Commitment amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders, the Majority Term Lenders and the Borrower amend the amortization schedule for the Term Advances to increase the principal prepayment amounts (other than as provided in clause (e) above), or otherwise change any provision hereof or add any provision hereto which would have the effect of a Lender or increasing the aggregate principal amount of Term Advances that are required to be paid in any obligations of a Lender may be increased or extended without such Lender’s written consentgiven year (other than as provided in clause (e) above);
(ei) no amendment, waiver, or consent shall, unless in writing and signed by the Majority Revolving Lenders and the Majority Term Lenders, adversely affect the interests, rights or obligations of the Term Lenders in a manner substantially different from the effect of such amendment, waiver or consent on the Revolving Lenders;
(j) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fk) no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gl) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or by Administrative Agent at the written request of the Majority Lenders) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, Borrower (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall in addition to such other parties that may be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from required under this Section 2.9(e)9.2), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any fees the principal or other interest amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 9.22.10(d)), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.14(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) any other provision in any Credit Document requiring the sharing of payments, or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (viv) release all or substantially all of the Guarantors from their respective obligations under the Guaranty and Security Agreement or any other guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyGuaranty and Security Agreement, (viv) release all or substantially all of the Collateral except as permitted under Section 8.7(b), or (viivi) amend the definitions of “"Majority Lenders”", or “"Maximum Exposure Amount”", or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party"Supermajority Lenders";
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any principal, interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to reduce any fees or other amounts payable hereunder or under any other IndebtednessCredit Document (other than the principal or interest), or (iii) modify the ratable sharing among the Lenders of voluntary Commitment reductions made pursuant to Section 2.1(b)(i);
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s 's written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and;
(g) without written consent of Administrative Agent, Borrower and the Supermajority Lenders, no amendment, waiver, modification, elimination, or consent shall amend, waive, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Billed Receivables, Eligible Unbilled Receivables or Eligible Inventory) that are used in such definition to the extent that any such change results in more credit being made available to Borrower based upon the Borrowing Base, but not otherwise;
(h) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document;
(i) except as otherwise expressly permitted in this Agreement, no amendment, waiver, or consent shall, unless in writing and signed by Administrative Agent and all Lenders, contractually subordinate Administrative Agent's Liens;
(j) no amendment, waiver, or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, take action to amend, modify, or eliminate any of the provisions of Section 9.7 with respect to assignments or participations;
(k) any amendment contemplated by Section 2.11(d)(iii) of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated by such Section 2.11(d)(iii) hereof without the need for further approval by any Lender except as expressly required by Section 2.11(d)(iii);
(l) any amendment to the Sustainability Metrics, Sustainability Targets and Sustainability Thresholds contemplated by Section 2.12(h) of this Agreement in connection with a Significant Sustainability Event shall be effective as contemplated by such Section 2.12(h) without the need for further approval by any Lender except as expressly required by Section 2.12(h); provided, that, for avoidance of doubt, the maximum amount of any Sustainability Pricing Adjustment may not be modified pursuant to Section 2.12(h) without the consent of each Lender directly and adversely affected thereby; and
(m) no amendment, waiver or consent, unless in writing and signed by the Sustainability Structuring Agent, in addition to the Lenders required to take such action, shall affect the rights, obligations, liabilities or duties of the Sustainability Structuring Agent under this Agreement or any of the other Credit Documents. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements Swap Obligations or Banking Services ObligationsObligations owed to it.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or the Administrative Agent at the direction of the Majority Lenders) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders (or the Administrative Agent at the direction of all of the Lenders) and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Term Loan, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Term Loan, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article 3, (ii) reduce any fees (including the Make-Whole Payment) or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvi) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of collateral, if any, securing the Collateral except as permitted under Section 8.7(b), Obligations; (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;; and
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving US Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances US Advances, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of US Advances, including the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving US Lenders which shall be required for the Revolving US Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian Lenders and the Canadian Borrower, do any of the following: (i) reduce the principal of, or interest on, the Canadian Advances, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Canadian Advances, including the Maturity Date, or (iii) change the number of Canadian Lenders which shall be required for the Canadian Lenders to take any action hereunder or under any other Credit Document;
(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and both Borrowers, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2Article III, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to other than as provided in Section 2.16)2.1(f) above, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.2), (v) amend Section 2.13(f2.6(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvi) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyDocuments, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), Collateral; or (vii) amend the definitions of “Majority Lenders”, “US Majority Lenders”, “Canadian Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the such Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Samples: Credit Agreement (Complete Production Services, Inc.)
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce the principal or interest amounts payable hereunder or under any other Credit Document, (iii) reduce any fees or other amounts payable hereunder or under any other Credit Document Document; (iv) postpone or extend any date fixed for any payment of any fees or other than those specifically addressed above in this Section 9.2)amounts payable hereunder, (iiiv) increase the aggregate Commitments (except pursuant to Section 2.162.15), (ivvi) amend Section 2.13(f2.11(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyDocuments, (viviii) release all or substantially all of the Collateral except as permitted under Section 8.7(b)8.8, or (viiix) amend the definitions definition of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(cb) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtednessreduce such Lender’s voting percentage;
(dc) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gf) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline the Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Samples: Credit Agreement (Heckmann Corp)
Waivers and Amendments. No amendment (a) Subject to Sections 14.14(b) and (c), any term, covenant or waiver of any provision condition of this Agreement agreement may only be amended with the consent of the Borrowers and the Majority Lenders or any other Credit Document compliance therewith may be waived (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications either generally or in a particular instance and Letter of Credit Reimbursement Agreements), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed either retroactively or prospectively) by the Majority Lenders and in any such event the Borrowerfailure to observe, and then perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)after such failure), shall not be construed as a breach of such covenant, condition or (ii) change the number obligation or as a Default or Event of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;Default.
(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no amendment, waiver, such amendment or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: waiver shall directly:
(i) waive increase the amount of any Credit Facility or the amount of the conditions specified in Section 3.1 or Section 3.2, Individual Commitment of any Lender;
(ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), extend the Maturity Date;
(iii) increase extend the aggregate Commitments (except pursuant to time for the payment of the interest on any Loan, forgive any portion of principal thereof, reduce the amount of any instalment under Section 2.16)9.1, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect thereof;
(iv) change the percentage of the Lenders' requirement to constitute the Majority Lenders or otherwise amend Section 2.13(f), Section 7.6, the definition of Majority Lenders;
(v) reduce the stated amount of any fees to be paid pursuant to Article 7 of this agreement;
(vi) permit any subordination of the indebtedness hereunder;
(vii) release the Guarantee or any Security Documents in whole or in part; or
(viii) alter the terms of this Section 9.214.14.
(c) Without the prior written consent of the Agent, Section 9.7(a)(v) no amendment to or waiver of Sections 14.1 through 14.13 or any other provision in any Credit Document which expressly requires hereof to the consent of, extent it affects the rights or action or waiver by, all obligations of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;Agent shall be effective.
(d) Without the prior written consent of the Issuing Lender, no Commitment amendment to or waiver of a Lender Article 14 or any other provision hereof to the extent it affects the rights or obligations of a the Issuing Lender may shall be increased or extended without such Lender’s written consent;effective.
(e) no amendmentNotwithstanding Section 14.14(b)(vii), waiverthe Agent shall be entitled, without the consent of any Lender, to execute and deliver a release or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties discharge of any Security over any assets of the Administrative Agent under this Agreement or Obligors at the time of any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition Permitted Disposition with respect to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationsassets.
Appears in 1 contract
Samples: Credit Agreement (Vitran Corp Inc)
Waivers and Amendments. No amendment (a) Except as otherwise expressly provided in Section 2.13(b), no amendment, modification, restatement, supplement, termination, or waiver of any provision of or to this Agreement or any other Credit Loan Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor or consent to any departure by from, any Credit Party therefromprovision of this Agreement or the other Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or by Agent at the written request of the Required Lenders) and the Borrower, Borrower and then any such waiver or consent shall be effective effective, but only in the specific instance and for the specific purpose for which given; provided that:
(a) provided, that no such waiver, amendment, waiver, or consent shall, unless in writing and signed by all of the Revolving Lenders affected thereby and the Borrower, do any of the following:
(i) increase or extend any Revolver Commitment of any Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender;
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, the Revolving Advances (provided that, the consent any loan or other extension of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))credit hereunder, or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), Loan Document,
(iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or change the Pro Rata Share that is required to take any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, hereunder,
(v) release all amend or substantially all modify this Section or any provision of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents this Agreement providing for consent or release the Borrower from its obligations under the Guaranty, other action,
(vi) other than as permitted by Section 10.12, release all or substantially all the Agent’s Lien in and to any of the Collateral except as permitted under Section 8.7(b), Collateral,
(vii) amend the definitions Section 9.1(a) to permit Borrower or any of “Majority Lenders”, or “Maximum Exposure Amount”, or its Affiliates to be permitted to become an Assignee,
(viii) amend change the definitions definition of “Secured Parties”, “Secured ObligationsRequired Lenders” or “Collateral” in a manner materially adverse to any Secured Party;Pro Rata Share”,
(cix) no amend or modify the definition of “Borrowing Base” or any of the defined terms that are used in such definition,
(x) other than as permitted by Section 10.12, contractually subordinate any of the Agent’s Liens,
(xi) other than as permitted by Section 10.12, release Borrower from any obligation for the payment of money, or
(xii) amend any of the provisions of Section 2.3(a)(ii).
(b) No amendment, waiver, modification, or consent shallshall amend, unless in writing and signed by each Lender directly affected therebymodify, or waive (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Datedefinition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders), and (ii) subordinate payment any provision of the Obligations Article X pertaining to Agent, or any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any the other Credit Document;Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders.
(fc) no [Intentionally Omitted]. The foregoing notwithstanding, any amendment, waiver modification, waiver, consent, termination, or consent shallrelease of, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such actionor with respect to, affect the rights or duties any provision of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition Loan Document that relates only to the Lenders required above to take such actionrelationship of the Lender Group among themselves, and that does not affect the rights or duties obligations of Borrower, shall not require consent by or the agreement of Borrower.
(d) [Intentionally Omitted].
(e) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such Swingline action has received the consent, authorization, or agreement of the Required Lenders but not of one or more other Lenders affected thereby, (ii) any Lender under this Agreement becomes a Defaulting Lender, (iii) any Lender is unable to make, maintain or any other Credit Document. For the avoidance of doubtfund SOFR Loans, no (iv) [reserved], or (v) Borrower is required to make additional payments to a Lender or Governmental Authority under Section 10.11 (any Affiliate of such Lender replaced pursuant to this subsection (e) shall be referred to as a “Replaced Lender”); then Agent, upon at least five Business Days prior irrevocable notice to the Replaced Lender, may permanently replace the Replaced Lender with one or more substitute Lenders reasonably acceptable to Borrower (each, a “Replacement Lender”), and the Replaced Lender shall have any voting rights under this Agreement or any Credit Document as a result no right to refuse to be replaced hereunder. Such notice to replace the Replaced Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Replaced Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Replaced Lender being repaid its share of the existence outstanding Obligations without any premium or penalty of any kind whatsoever. If the Replaced Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Replaced Lender shall be deemed to have executed and delivered such Assignment and Acceptance. Subject to the foregoing sentence, the replacement of any Replaced Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations owed of the Replaced Lender hereunder and under the other Loan Documents, the Replaced Lender shall remain obligated to it under Hedging Arrangements or Banking Services Obligationsmake the Replaced Lender’s Pro Rata Share of Loans.
(f) [Intentionally Omitted].
Appears in 1 contract
Waivers and Amendments. (a) No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements)Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such agreement shall:
(ai) no amendment, waiver, or consent shall, unless in writing and signed by all increase the Revolving Lenders and Commitment of any Lender without the Borrower, written consent of such Lender;
(iii) increase the aggregate Revolving Commitments other than pursuant to Section 2.1(d) as in effect on the date hereof without the written consent of each Lender;
(iii) reduce the principal ofamount of any Advance (other than prepayments or repayments in accordance with the terms of this Agreement) or reduce the amount of or rate of interest thereon, or interest onreduce any fees payable hereunder, without the Revolving Advances (provided thatwritten consent of each Lender affected thereby); provided, however, that only the consent of the Majority Lenders shall be sufficient required to waive any obligation of the Borrower to pay default interest pursuant to Section 2.9(d) with respect to the Revolving Credit Facility, including with respect to any amount payable thereunder or in connection therewith;
(iv) postpone the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any fees payable hereunder, or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))amount of, waive or excuse any such payment, or (ii) change postpone the number scheduled date of expiration of any Revolving Lenders which shall be required for Commitment, without the Revolving Lenders to take any action hereunder or under any other Credit Documentwritten consent of each Lender affected thereby;
(bv) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in change Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16), (iv) amend Section 2.13(f2.5(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all without the written consent of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, each Lender;
(vi) release all amend, modify or substantially all waive any provision in a manner that would alter the pro rata sharing of payments to or disbursements by Lenders required thereby, without the Collateral except as permitted under Section 8.7(b), written consent of each Lender;
(vii) amend release any Guarantor from its obligation under any Guaranty except any Guarantor sold as permitted by Sections 6.7 and 6.8, without the definitions written consent of “Majority Lenders”, or “Maximum Exposure Amount”, or each Lender;
(viii) change any of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to modify any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable rights hereunder or extend make any determination or grant any consent hereunder, without the Maturity Datewritten consent of each Lender; provided further that no such agreement shall amend, modify or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, otherwise affect the rights or duties of the Administrative Agent under this Agreement Agent, the Issuing Lenders or any other Credit Document;the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Lenders or the Swingline Lender, as the case may be.
(fb) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights hereunder or duties of such Issuing Lender under this Agreement or any other Credit Document; and
Document (g) no and any amendment, waiver or consent shallwhich by its terms requires the consent of all Lenders, unless a majority in writing interest of Lenders under the Revolving Credit Facility or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lender); provided that any such amendment, waiver or consent referred to in clause (ii), (iii), (iv) or (v) above that, but for this sentence, would require the prior written consent of such Defaulting Lender, will continue to require the consent of such Defaulting Lender; and signed provided further that any such amendment, waiver or consent requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than any other Lender whose consent is so required shall require the consent of such Defaulting Lender.
(c) Notwithstanding anything to the contrary contained in this Section 9.2, Credit Documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Swingline Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in addition order (i) to the Lenders required above comply with local Law or advice of local counsel, (ii) to take cure ambiguities or defects or (iii) to cause such action, affect the rights or duties of such Swingline Lender under Credit Documents to be consistent with this Agreement or any and the other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services ObligationsDocuments.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.23.1, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2provided that the waiver of default interest shall only require the consent of the Majority Lenders), (iii) increase postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including the aggregate Commitments Maturity Date (except pursuant to Section 2.16it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Majority Lenders), (iv) amend Section 2.13(f2.10(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Majority Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, or (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or and as a result of transactions -71- NY\6260051.12 permitted by the terms of this Agreement, release the Borrower any Guarantor from its obligations obligation under the Guaranty, (vi) any Guaranty or release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(db) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;; and
(ec) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document (other than the Fee Letter, Letter or any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, (i) reduce the principal of, or interest on, the Revolving Advances (provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees the principal or other interest amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this provided that, the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest resulting from Section 9.22.8(d)), (iii) increase the aggregate Commitments (except pursuant to Section 2.162.15), (iv) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the any Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the GuarantyDocuments, (vi) release all or substantially all of the Collateral except as permitted under Section 8.7(b), ; or (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or (viii) amend the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(cb) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to reduce any fees or other amounts payable hereunder or under any other IndebtednessCredit Document (other than the principal or interest);
(dc) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(fe) no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(gf) no amendment, waiver or consent shall, unless in writing and signed by the Swingline applicable Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Swing Line Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment or waiver of any provision of this Agreement Agreement, the Notes, or any other Credit Document (other than the Fee Engagement Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements), nor consent to any departure by the Borrower or any Credit Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) no amendment, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borrower, do any of the following: (i) reduce the principal of, or interest on, the Revolving Advances Notes, (provided thatii) postpone or extend any date fixed for any payment of principal of, or interest on, the consent of Notes, including, without limitation, the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e))Maturity Date, or (iiiii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.29.3), (iii) increase the aggregate Commitments (except pursuant to Section 2.16)Commitments, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.3), (v) amend Section 2.13(f2.12(e), Section 7.6, this Section 9.2, Section 9.7(a)(v) 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vvii) release all or substantially all of the Guarantors any Guarantor from their respective obligations its obligation under the any Guaranty or, except as specifically provided in the Credit Documents or release and as a result of transactions permitted by the Borrower from its obligations under the Guarantyterms of this Agreement, (vi) release all or substantially all a material portion of the Collateral except as permitted under Section 8.7(b8.8(b), (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, ; or (viii) amend the definitions of “Secured Parties”, “Secured ObligationsRequired Lenders” or “Collateral” in a manner materially adverse to any Secured PartyMaximum Exposure Amount”;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected thereby, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend the Maturity Date, or (ii) subordinate payment of the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(ed) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;; and
(fe) no amendment, waiver or consent shall, unless in writing and signed by the an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligations.
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Waivers and Amendments. No amendment or waiver Amendments and waivers of any provision the provisions of this Agreement or any other the Credit Document Documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate advances and commitments under the Facilities (other than the Fee Letter, any AutoBorrow Agreement, Letter of Credit Applications and Letter of Credit Reimbursement Agreements“Required Lenders”), nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:
except that (a) no amendmentthe consent of each Lender directly and adversely affected thereby will also be required with respect to, waiver, or consent shall, unless in writing and signed by all the Revolving Lenders and the Borroweramong other things, (i) reduce increases in commitment amount of such Lender (it being understood that a waiver of any condition precedent or the principal ofwaiver of any default or mandatory prepayment shall not constitute an increase in any commitment of any Lender), (ii) reductions of principal, interest, or fees payable to such Lender (other than waivers of default interest, a default or an event of default or mandatory prepayment); provided that any change in the definitions of any ratio used in the calculation of any rate of interest onor fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees, (iii) extensions of scheduled maturities or times for payment of amounts payable to such Lender (it being understood and agreed that the Revolving Advances (provided thatwaiver of any mandatory prepayment, default interest, default or event of default shall only require the consent of the Majority Lenders shall be sufficient to waive or reduce the increased portion of interest on the Revolving Advances resulting from Section 2.9(e)), or (ii) change the number of Revolving Lenders which shall be required for the Revolving Lenders to take any action hereunder or under any other Credit Document;
(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and the Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or Section 3.2, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments (except pursuant to Section 2.16Required Lenders), (iv) amend Section 2.13(f), Section 7.6, this Section 9.2, Section 9.7(a)(v) or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all releases of the Lenders, (v) release all or substantially all of the Guarantors from their respective obligations under the Guaranty except as specifically provided in the Credit Documents or release the Borrower from its obligations under the Guaranty, (vi) release all or substantially all of the Collateral except or value of the guarantees (other than in connection with permitted asset sales, dispositions, mergers, liquidations or dissolutions or as permitted under Section 8.7(botherwise permitted), (v) changes that impose any restriction on the ability of such Lender to assign any of its rights or obligations, (vi) the definition of Required Lenders, (vii) amend the definitions of “Majority Lenders”, or “Maximum Exposure Amount”, or pro rata/sharing provisions and (viii) amend re-denominations of currency and (b) tranche voting will be required for certain matters.Notwithstanding the definitions of “Secured Parties”, “Secured Obligations” or “Collateral” in a manner materially adverse to any Secured Party;
(c) no amendment, waiver, or consent shall, unless in writing and signed by each Lender directly affected therebyforegoing, (i) postpone any date fixed for any interest, fees or other amounts payable hereunder or extend amendments and waivers of the Maturity Date, or Financial Covenant shall only require the approval of Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Credit Facility and (ii) subordinate payment amendments to affect a Repricing Transaction which reduced the interest rate shall only require the approval of Lenders directly and adversely affected thereby. Subject to the Obligations to any other Indebtedness;
(d) no Commitment of a Lender or any obligations of a Lender may be increased or extended without such Lender’s written consent;
(e) no amendmentDocumentation Principles, waiver, or consent shall, unless in writing the Credit Documentation shall contain defaulting lender provisions and signed by “yank-a-bank” provisions substantially consistent with the Documentation Precedent.If the Administrative Agent and the Borrower Representative shall have jointly identified an obvious error or any error or omission of a technical nature in addition the Credit Documentation, then the Administrative Agent and the Borrower Representative shall be permitted to amend such provision without further action or consent of any other party so long as the Required Lenders do not object thereto within 10 business days following receipt of notice thereof.Notwithstanding anything to the contrary set forth herein, the Credit Documentation shall provide that the Borrower Representative may at any time and from time to time request that all or a portion of any loans under the Facilities be converted to extend (i) the scheduled maturity date of any payment of principal with respect to all or a portion of any principal amount of such loans and (ii) the scheduled termination date of any commitments pursuant to the Revolving Credit Facility (any such loans which have been so converted, “Extended Loans”) and upon such request of the Borrower Representative any individual Lender shall have the right to agree to extend the maturity date of its outstanding loans or the termination date of its commitments without the consent of any other Lender; provided that all such requests shall be made pro rata to all Lenders required above within the applicable Facility. The terms of Extended Loans shall be identical to take the loans of the existing class from such actionExtended Loans are converted except for interest rates, affect fees, amortization, final maturity date or final termination date, provisions requiring optional and mandatory prepayments to be directed first to the rights or duties non-extended loans prior to being applied to Extended Loans and certain other customary provisions to be agreed.Any applicable intercreditor agreement may be amended solely with the consent of the Administrative Agent under this Agreement and, if a party thereto, the Borrowers and the Guarantors, to give effect thereto or any other Credit Document;
(f) no amendment, waiver or consent shall, unless in writing and signed by to carry out the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and
(g) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document. For the avoidance of doubt, no Lender or any Affiliate of a Lender shall have any voting rights under this Agreement or any Credit Document as a result of the existence of obligations owed to it under Hedging Arrangements or Banking Services Obligationspurposes thereof.
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Samples: Commitment Letter (Coherent Inc)
