Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;
Appears in 4 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Without. (A) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity DateDate (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest);
(C) the prior written Unanimous Consent consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that entering into any Pari Passu Intercreditor Agreement or incurring any Qualifying Secured Debt shall not constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents);
(D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) except in connection with Permitted Dispositions or the definitions of “Required Lenders” or any other provision of as provided in Section 6.03, release any Loan Document specifying the number Party from its obligations under any Loan Document, or percentage limit its liability in respect of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereundersuch Loan Document;
(E) the prior written Unanimous Consent consent of all Lenders, change any SECTION 2.17(a) or (b), SECTION 7.03, or, during the continuance of the provisions an Event of Default or following an exercise of remedies pursuant to Section 7.02, SECTION 8.03;
(F) the prior written consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the ABL Intercreditor Agreement, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or
Appears in 4 contracts
Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section);
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee;
(D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Excess Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;
(E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or
(G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section);
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee;
(D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;
(E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Borrower from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or
(G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Domestic Total Domestic Commitments or the Canadian Total Canadian Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Combined Availability”, “Domestic Availability” or, “Tranche A Borrowing Base”, or “Domestic Incremental Availability” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance;
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17;
(J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18;
(K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement));
(L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance;
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17;
(J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18;
(K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be;
(L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or
(EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment payment,
(provided that a waiver C) the prior written Unanimous Consent of a Default shall not constitute a reductionall Non-Extending Lenders directly affected thereby, excuse or waiver postpone the expiration of interest for purposes the Commitments of this Section), the Non-Extending Lenders or postpone the Existing Maturity Date;
(CD) the prior written Unanimous Consent of all Extending Lenders directly affected thereby, postpone the expiration of the Commitments of the Extending Lenders or postpone the Extended Term Maturity Date;
(E) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.19, release all or substantially all of the Collateral from the Liens of the Security Documents Documents;
(F) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or release the Total Canadian Commitments;
(G) the prior written Unanimous Consent of all or substantially all Lenders, change the definition of the Facility Guarantors terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(H) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(I) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from their respective its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document;
(DJ) the prior written consent Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadavnce or Permitted Domestic Overadvance;
(K) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.05 or SECTION 8.18;
(L) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be;
(M) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or
(EN) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood Documents; provided that a waiver no waiver, amendment or modification made, or other agreement entered into, in each case pursuant to the terms of a Default Section 2.10, shall not constitute a reduction in the rate of interest or fees for purposes of this Sectionclause (A);
(B) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment payment, or postpone the Termination Date (provided it being understood that a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse of any payment of interest); provided that no waiver, amendment or waiver modification made, or other agreement entered into, in each case pursuant to the terms of interest Section 2.10, shall constitute a postponement or reduction for purposes of this Sectionclause (B), or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03Section 8.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt or secured Qualifying Other Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective the Liens of the Security Documents);
(D) [reserved;]
(1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of the Supermajority Lenders, otherwise change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;
(F) prior written Unanimous Consent, except in connection with Permitted Dispositions or as provided in Section 6.03 or Section 8.16, release any Loan Party from its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document;
(DG) the prior written Unanimous Consent, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance;
(H) prior written Unanimous Consent, change SECTION 2.17 (provided that no waiver, amendment or modification made to Section 2.17 pursuant to the terms of Section 2.10, shall require the consent of all Lendersany Lender), Section 7.03, or Section 8.03;
(I) prior written Unanimous Consent, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the Intercreditor Agreement, in any Qualifying Pari Passu Intercreditor Agreement, or except as provided in section 8.16, subordinate the Liens granted hereunder or claim of the Lenders or under the other Loan Documents to any other Lien; or
(J) prior written Unanimous Consent, change any of the provisions of this SECTION Section 9.02(b) or ), the definitions of “Required Lenders” ”, “Supermajority Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.
Appears in 1 contract
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance;
(H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03;
(I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien;
(J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or
(EK) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Without. limiting the generality of the provisions of Section 11.05 of the DIP Credit Agreement, the amendment set forth above shall be limited precisely as written, and nothing in this Eleventh Amendment shall be deemed to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the DIP Credit Agreement or any of such other Financing Documents. Except as specifically amended by this Eleventh Amendment, the DIP Credit Agreement and such other Financing Documents shall remain in full force and effect and are hereby ratified and confirmed. In order to induce Lenders to enter into this Eleventh Amendment, each Borrower, by its execution of a counterpart of this Eleventh Amendment, represents and warrants that (Aa) such Borrower has the corporate or other power and authority and all material Governmental Approvals required to enter into this Eleventh Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Agreement, (b) the prior written Unanimous Consent execution and delivery of this Eleventh Amendment and the performance of the Amended Agreement have been duly authorized by all Lenders directly adversely affected therebynecessary corporate or other action on the part of such Borrower, reduce (c) the principal amount execution and delivery by such Borrower of this Eleventh Amendment and the performance by such Borrower of the Amended Agreement do not and will not contravene, or violate, any Applicable Laws (including an applicable order of the Court) or any provision of its Organizational Documents, or constitute a default under any agreement or other instrument binding upon it (which default, in the case of such instruments or agreements, would give rise to rights enforceable on a post-Petition Date basis) or result in or require the imposition of any Obligation or reduce the rate of interest thereon Liens (other than the waiver Liens created by the Collateral Documents) on any of its assets, (d) the execution and delivery by such Borrower of this Eleventh Amendment and the performance by such Borrower of the Default Rate)Amended Agreement do not and will not require any action by or in respect of, or reduce filing with, any fees payable under governmental body, agency or official, (e) this Eleventh Amendment and the Loan Documents Amended Agreement have been duly executed and delivered by such Borrower and constitute the valid and binding obligations of such Borrower, enforceable in accordance with their respective terms, except as may be limited by general principles of equity, (it being understood that a waiver of a Default shall not constitute a reduction of interest f) for purposes of the Borrowing Order (i) this SectionEleventh Amendment constitutes a non-material modification of the DIP Credit Agreement and the Financing Documents, and (ii) a true copy of this Eleventh Amendment has been given to and received by counsel to the Committee (as defined in the Borrowing Order);
, and (Bg) after giving effect to this Eleventh Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Eleventh Amendment that would constitute a Default. This Eleventh Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Eleventh Amendment shall become effective (the date of such effectiveness being the "ELEVENTH AMENDMENT EFFECTIVE DATE") as of April 20, 2001, provided that (a) the prior written Unanimous Consent of all Borrowers and Supermajority Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes have executed counterparts of this SectionEleventh Amendment and the Borrowers and the Administrative Agent shall have received written or telephonic notification of such execution and authorization of delivery thereof, (b) the Administrative Agent shall have received evidence satisfactory to it that all outstanding statements of O'Melveny & Myerx XXX, Houlxxxx Xxxex Xxxxxx & Xukix xxx Deloitte Consulting that are received by MHG prior to 12:00 Noon (New York City time) on April __, 2001 have been paid in full, and (c) no objections to this Eleventh Amendment shall have been served on the Administrative Agent by the Committee. Pursuant to paragraph 3 of the Borrowing Order, this Eleventh Amendment shall become effective upon the Eleventh Amendment Effective Date without the need for any further order of the Court and upon compliance with the notice requirement of paragraph 3 of the Borrowing Order and the Committee having submitted no objection thereto. THIS ELEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee;
(D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Mariner Post Acute Network Inc)
Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation Loan or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;; 173
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written consent of each Term Lender, change the definition of the term “Supermajority Consent of Term Lenders”;
(E) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Domestic Availability”, “Domestic Borrowing Base”, or “Domestic Incremental Availability”, or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory or Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Combined Borrowing Base”, “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, in each case, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted hereunder resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) [Reserved];
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17;
(J) the prior written consent of the Required Lenders and the Collateral Agent, change SECTION 2.18;
(K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, amend or modify the Superpriority Claim status of the Lenders under the Orders or under any Loan Document, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or 174 under the other Loan Documents, to any other Indebtedness or Lien, as the case may be;
(L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, “Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;thereunder in each case to reduce such percentage; or
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Toys R Us Inc)
Without. limiting the generality of the provisions of Section 11.05 of the DIP Credit Agreement, the amendment set forth above shall be limited precisely as written, and nothing in this Thirteenth Amendment shall be deemed to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the DIP Credit Agreement or any of such other Financing Documents. Except as specifically amended by this Thirteenth Amendment, the DIP Credit Agreement and such other Financing Documents shall remain in full force and effect and are hereby ratified and confirmed. In order to induce Lenders to enter into this Thirteenth Amendment, each Borrower, by its execution of a counterpart of this Thirteenth Amendment, represents and warrants that, subject to obtaining the approval of the Court to the execution, delivery and performance of this Thirteenth Amendment, (Aa) such Borrower has the corporate or other power and authority and all material Governmental Approvals required to enter into this Thirteenth Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Agreement, (b) the prior written Unanimous Consent execution and delivery of this Thirteenth Amendment and the performance of the Amended Agreement have been duly authorized by all Lenders directly adversely affected therebynecessary corporate or other action on the part of such Borrower, reduce (c) the principal amount execution and delivery by such Borrower of this Thirteenth Amendment and the performance by such Borrower of the Amended Agreement do not and will not contravene, or violate, any Applicable Laws (including an applicable order of the Court) or any provision of its Organizational Documents, or constitute a default under any agreement or other instrument binding upon it (which default, in the case of such instruments or agreements, would give rise to rights enforceable on a post-Petition Date basis) or result in or require the imposition of any Obligation or reduce the rate of interest thereon Liens (other than the waiver Liens created by the Collateral Documents) on any of its assets, (d) the execution and delivery by such Borrower of this Thirteenth Amendment and the performance by such Borrower of the Default RateAmended Agreement do not and will not require any action by or in respect of, or filing with, any governmental body, agency or official, (e) this Thirteenth Amendment and the Amended Agreement have been duly executed and delivered by such Borrower and constitute the valid and binding obligations of such Borrower, enforceable in accordance with their respective terms, except as may be limited by general principles of equity, and (f) after giving effect to this Thirteenth Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Thirteenth Amendment that would constitute a Default. This Thirteenth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Thirteenth Amendment shall become effective (the date of such effectiveness being the "THIRTEENTH AMENDMENT EFFECTIVE DATE") as of November 1, 2001 provided the following conditions shall have been met: (a) the Borrowers and each of the Lenders shall have executed counterparts of this Thirteenth Amendment and the Borrowers and the Administrative Agent shall have received written or telephonic notification of such execution and authorization of delivery thereof, (b) the Administrative Agent shall have received from the Borrowers, for distribution to the undersigned Lenders in accordance with their respective Percentages, an amendment fee of 1% of the aggregate Tranche A Commitments of such Lenders after giving effect to this Thirteenth Amendment, (c) PNC Bank, National Association, as administrative agent under the Existing Credit Facilities (the "PREPETITION AGENT"), or reduce any fees payable shall have received an adequate protection payment from the Borrower in the amount of seven million five hundred thousand dollars ($7,500,000), for the ratable benefit of each of the Existing Lenders, in partial satisfaction of the Prepetition Indebtedness due under the Loan Documents Existing Credit Facilities (it being understood that a waiver to be applied by the Prepetition Agent in accordance with the terms of a Default shall not constitute a reduction of interest for purposes of this Sectionthe Existing Credit Facilities);
, (Bd) the prior written Unanimous Consent Court shall have entered an order, in form and substance satisfactory to the Lenders, approving this Thirteenth Amendment, the amendment fee and the adequate protection payment referenced above, and (e) the Administrative Agent shall have received evidence satisfactory to it that all outstanding statements of all Lenders directly adversely affected therebyO'Melveny & Myers LLP, postpone the scheduled date of payment of any interest Houlihan Lokey Howard & Zukin, and Deloitte Consulting, X.X.X. that xxx xxxexxxx xx XXX prixx xx 12:00 Noon (New York City time) on any Obligation or reduce the amount ofNovember 2, waive or excuse any such payment 2001 have been paid in full. THIS THIRTEENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this SectionINCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all LendersWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWERS: MARINER HEALTH GROUP, except INC. AID & ASSISTANCE, INC. BEECHWOOD HERITAGE RETIREMENT COMMUNITY, INC. BRIDE BROOK NURSING & REHABILITATION CENTER, INC. COMPASS PHARMACY SERVICES, INC. COMPASS PHARMACY SERVICES OF MARYLAND, INC. COMPASS PHARMACY SERVICES OF TEXAS, INC. CYPRESS NURSING FACILITY, INC. LONG RIDGE NURSING AND REHABILITATION CENTER, INC. LONGWOOD REHABILITATION CENTER, INC. MARINER HEALTH AT BONIFAY, INC. MARINER HEALTH CARE, INC. MARINER HEALTH CARE OF ATLANTIC SHORES, INC. MARINER HEALTH CARE OF DELAND, INC. MARINER HEALTH CARE OF FORT WAYNE, INC. MARINER HEALTH CARE OF GREATXX XXUREL, INC. MARINER HEALTH CARE OF INVERNESS, INC. MARINER HEALTH CARE OF LAKE WORTH, INC. MARINER HEALTH CARE OF MACCLENNY, INC. MARINER HEALTH CARE OF METROWEST, INC. MARINER HEALTH CARE OF NASHVILLE, INC. MARINER HEALTH CARE OF NORTH HILLS, INC. MARINER HEALTH CARE OF ORANGE CITY, INC. MARINER HEALTH CARE OF PALM CITY, INC. MARINER HEALTH CARE OF PINELLAS POINT, INC. MARINER HEALTH CARE OF PORT ORANGE, INC. MARINER HEALTH CARE OF SOUTHERN CONNECTICUT, INC. MARINER HEALTH CARE OF TOLEDO, INC. MARINER HEALTH CARE OF TUSKAWILLA, INC. MARINER HEALTH CARE OF WEST HILLS, INC. MARINER HEALTH CENTRAL, INC. MARINER HEALTH HOME CARE, INC. MARINER HEALTH OF FLORIDA, INC. MARINER HEALTH OF JACKSONVILLE, INC. MARINER HEALTH OF MARYLAND, INC. MARINER HEALTH OF ORLANDO, INC. MARINER HEALTH OF PALMETTO, INC. MARINER HEALTH OF SEMINOLE COUNTY, INC. MARINER HEALTH OF TAMPA, INC. MARINER HEALTH RESOURCES, INC. MARINER PHYSICIAN SERVICES, INC. MARINER PRACTICE CORPORATION MARINER - REGENCY HEALTH PARTNERS, INC. MARINERSELECT STAFFING SOLUTIONS, INC. MARINER SUPPLY SERVICES, INC. MEDREHAB, INC. MEDREHAB OF INDIANA, INC. MEDREHAB OF LOUISIANA, INC. MEDREHAB OF MISSOURI, INC. MERRIMACK VALLEY NURSING & REHABILITATION CENTER, INC. METHUEN NURSING & REHABILITATION CENTER, INC. MHC REHAB. CORP. MHC TRANSPORTATION, INC. MYSTIC NURSING & REHABILITATION CENTER, INC. NATIONAL HEALTH STRATEGIES, INC. PARK TERRACE NURSING & REHABILITATION CENTER, INC. PENDLETON NURSING & REHABILITATION CENTER, INC. XINNACLE CARE CORPORATION PINNACLE CARE CORPORATION OF HUNTINGTON PINNACLE CARE CORPORATION OF NASHVILLE PINNACLE CARE CORPORATION OF SENECA PINNACLE CARE CORPORATION OF SUMTER PINNACLE CARE CORPORATION OF WILLIAMS BAY PINNACLE CARE CORPORATION OX XXXXXXGTON PINNACLE CARE MANAGEMENT CORPORATION PINNACLE PHARMACEUTICALS, INC. PINNACLE PHARMACEUTICAL SERVICES, INC. PINNACLE REHABILITATION, INC. PINNACLE REHABILITATION OF MISSOURI, INC. PRISM CARE CENTERS, INC. PRISM HEALTH GROUP, INC. PRISM HOME CARE COMPANY, INC. PRISM HOME CARE, INC. PRISM HOME HEALTH SERVICES, INC. PRISM HOSPITAL VENTURES, INC. PRISM REHAB SYSTEMS, INC. REGENCY HEALTH CARE CENTER OF SEMINOLE COUNTY, INC. SASSAQUIN NURSING & REHABILITATION CENTER, INC. TAMPA MEDICAL ASSOCIATES, INC. THE OCEAN PHARMACY, INC. TRI-STATE HEALTH CARE, INC. WINDWARD HEALTH CARE, INC. BY: /s/ Boyd P. Gentry ------------------------------------------------- Boyd P. Gentry Vice President for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergerseacx xx xxx foregoing Borrowers IHS REHAB PARTNERSHIP, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee;
(D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;LTD.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Mariner Post Acute Network Inc)
Without. limiting Borrower's obligations hereunder, Lender hereby approves, with respect to any Lease which is not a Major Lease, the form of Lease heretofore submitted by Borrower to Lender.
(d) Borrower may, without Lender's prior written consent, modify or amend any Lease which is not a Major Lease, provided that either (i) such modification or amendment is required to be entered into pursuant to the express terms of such Lease, or (ii) each of the following conditions is satisfied: (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount such amendment or modification is entered into on an arms-length basis without consideration of any Obligation relationship of Borrower or any Affiliate of Borrower with the Tenant thereunder or any Affiliate thereof; (B) such Lease would not be a Major Lease and would, after such amendment or modification, satisfy the conditions set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (ix) of Subsection 4.6(c) hereof; (C) such amendment or modification does not release any party from its liability under the Lease or reduce the rate of interest thereon square footage demised thereunder; (other than D) to the waiver of extent that any additional space is demised pursuant to such amendment or modification, with respect thereto, such amendment or modification satisfies this Section 4.6; (E) such amendment or modification does not reduce the Default Rate), or reduce any fees payable rent paid under the Loan Documents Lease; (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section);
(BF) the prior written Unanimous Consent of all Lenders directly adversely affected therebyafter such amendment, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount ofsuch Lease, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reductionas modified, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from continues to be subordinate to the Liens of the Security Documents Mortgage and the Assignment of Leases and Rents; and (G) such amendment or release all or substantially all modification does not otherwise have a material adverse effect on the fair market value of the Facility Guarantors from their respective obligations under their Facility Guarantee Premises or substantially limit their liability in respect the Lien of such Facility Guarantee;
(D) the Mortgage on the Premises. Borrower may, without the prior written consent of all LendersLender, change terminate any Lease which is not a Major Lease in its good faith exercise of its remedies under such Lease, or at law or in equity, by reason of a material monetary default having continued under such Lease beyond the expiration of applicable cure periods. Without first obtaining Lender's prior written consent, Borrower shall not consent to any assignment or subletting of any Lease unless the consent of Borrower may not be withheld under such circumstances under the terms of the provisions applicable Lease, except that Borrower may, without Lender's prior written consent, consent to any assignment or subletting which does not release the liability of this SECTION 9.02(bany Person then liable thereunder as tenant, guarantor or otherwise if such assignment or subletting is of a Lease which is not a Major Lease.
(e) Each Lease executed by Borrower after the date hereof shall provide, in a manner satisfactory to Lender, for (i) automatic subordination of such Lease to the Liens of the Mortgage and the Assignment of Leases and Rents, (ii) attornment by the Tenant thereunder to Lender promptly after the giving by Lender of a notice to such Tenant requiring such attornment, (iii) the Tenant thereunder to give a notice to Lender of each material default by the landlord or licensor thereunder, simultaneously with the definitions giving of “Required Lenders” notice of such default to such landlord or licensor, (iv) Lender to have the right, but not the obligation, to cure any default by the landlord or licensor thereunder after the expiration of the landlord's or licensor's cure period, if any, and (v) execution and delivery (not more than ten (10) days after a request therefor) of an estoppel certificate reasonably satisfactory to Lender. Without limiting the foregoing, each Lease shall also provide that Lender (or any other provision successor to the landlord or licensor acquiring the Premises by foreclosure, deed in lieu of foreclosure or otherwise in connection with the enforcement of the Loan Documents) shall not be: (A) liable for any Loan Document specifying previous act or omission of the number landlord or percentage licensor under such Lease; (B) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to such Tenant against the landlord or licensor; (C) unless consented to by Lender, or otherwise permitted, under this Section 4.6, bound by any previous modification of Lenders such Lease, or by any previous prepayment of more than one month's fixed rent or additional rent; (D) bound by any covenant or obligation of the landlord or licensor to perform, undertake or complete any work in the leased space of the Premises or to prepare it for occupancy; (E) required to waive, amend account for any security deposit of the tenant or modify licensee other than any rights thereunder or security deposit actually delivered to Lender by Borrower; (F) bound by any obligation to make any determination payment to such tenant or licensee or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by landlord or licensor after the date of such attornment; and (G) responsible for any monies owing by the landlord or licensor to such Tenant. All actual out of pocket costs and expenses of Lender (including, without limitation, reasonable attorneys' fees and disbursements) in connection with Lender's review of any Lease and the negotiation, preparation, execution and delivery of any non-disturbance agreement shall be paid by Borrower within five (5) Business Days after request therefor by Lender. Prior to seeking Lender's consent thereunder;to any Lease, Borrower shall deliver to Lender a copy of such Lease, blacklined to show the changes from the standard form of Lease previously approved by Lender, together with a detailed term sheet setting forth the material terms of such Lease.
(Ef) All Security Deposits shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of Security Deposits in the prior written Unanimous Consent form of cash under any applicable legal requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any legal requirements, name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender), and (iv) shall in all Lendersrespects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, change upon request, provide Lender with evidence satisfactory to Lender of Borrower's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, upon Lender's demand, Borrower shall turn over to Lender the Security Deposits (and any interest theretofore earned thereon) with respect to all or any portion of the provisions Premises, to be held by Lender subject to the terms of SECTION 8.03;the Leases. If Borrower is entitled to retain a Security Deposit, then such amount shall be transferred by Borrower into the Clearing Account.
Appears in 1 contract
Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance;
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17;
(J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18;
(K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement));
(L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or
(EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity expiration of the Commitments or postpone the Applicable Termination Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Borrowing Base” or or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;
(F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance;
(H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03;
(I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or
(J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.
Appears in 1 contract
Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Without. (A) A. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) B. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment, or postpone the Termination Date (it being understood that the waiver of (or amendment to the term of) any mandatory prepayment under SECTION 2.17(c) hereof shall not constitute a postponement of any date scheduled for the payment (provided that of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest and a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse or waiver of interest for purposes any payment of this Sectioninterest), or postpone the Maturity Date;
(C) the C. prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents);
D. prior written Unanimous Consent, except as provided in SECTION 2.02, increase the Total Commitments;
E. (D1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of all the Supermajority Lenders, otherwise change any the definition of the provisions of this SECTION 9.02(b) terms “Availability” or the definitions of “Required LendersBorrowing Base” or any other provision of any Loan Document specifying component definition thereof if as a result thereof the number or percentage of Lenders required amounts available to waivebe borrowed by the Borrowers would be increased, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) provided that the prior written Unanimous Consent of all Lenders, change any foregoing shall not limit the discretion of the provisions of SECTION 8.03Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;
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Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Domestic Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Canadian Borrower would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than the Initial Borrower, as contemplated herein, and a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Domestic Commitments (or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance;
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.04 or SECTION 8.17
(J) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be;
(K) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or
(EL) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents;
(B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments;
(D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments;
(E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or
(F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves;
(G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document;
(H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance;
(I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17;
(J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18;
(K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be;
(L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section);
(B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date;
(C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee;
(D) the prior written consent of all Lendersthe Collateral Trustee (or the written consent of the Credit Agreement Collateral Agent in accordance with Section 7.1(b)(3) of the Collateral Trust Agreement), change such Grantor shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the provisions of this SECTION 9.02(b) Investment Property or the definitions of “Required Lenders” Proceeds thereof or any other provision interest therein (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Loan Document specifying the number or percentage of Lenders required to waiveperson with respect to, amend or modify any rights thereunder or make any determination or grant any consent thereunder;
(E) the prior written Unanimous Consent of all Lenders, change any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien permitted thereon pursuant to the Collateral Trust Parity Lien Documents, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Trustee (or its bailee or agent) to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction permitted under the Collateral Trust Parity Lien Documents) or (v) cause or permit any subsidiary that is the Issuer of, or otherwise consent to any Issuer of, any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Collateral Trustee in writing of SECTION 8.03;any such election or action and, in such event, shall take all steps reasonably requested by the Collateral Trustee or if prior to the Discharge of Credit Agreement Obligations, if reasonably requested by the Credit Agreement Collateral Agent in respect of the equivalent provision in the agreements relating to the Applicable Credit Agreement, to establish the “control” of the Collateral Trustee (or its bailee or agent) thereof.
Appears in 1 contract
