Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders, (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (General Maritime Corp / MI), Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated termi- nated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend any Scheduled Repayment, extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) discharge any Subsidiary Guarantor, or release all or substantially all any portion of the Collateral (having a book value in excess of $2,000,000 except as expressly otherwise may be provided in the Credit Documents) under all this Agreement or in the Security DocumentsDocuments or except where the consent of the Required Lenders only is specifically provided for, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (u2) without the consent of each the Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 11 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Credit Document Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Repayment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and the issuance or reinstatement of Existing Letters of Credit are included on the Restatement Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a the Subsidiaries Guaranty to the extent same owns a Mortgaged Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (ts) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any each Issuing Lender, and that an increase in the available portion amend, modify or waive any provision of any commitment Section 5 or alter its rights or obligations with respect to Existing Letters of any Lender shall not constitute an increase in the commitment of such Lender)Credit, (ut) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vu) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) without the consent of at least a majority of the holders of outstanding Swap Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 13, or (w) without the consent of at least a majority of the Lenders with outstanding Tranche B Loans, amend, modify or waive any provision relating to the rights or obligations of such Lenders in respect of such outstanding Tranche B Loans in a manner which adversely affects such Lenders only.
Appears in 3 contracts
Samples: Intercreditor Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Repayment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Restatement Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a the Subsidiaries Guaranty to the extent same owns a Mortgaged Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent Agent, or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI), Intercreditor Agreement (Gener8 Maritime, Inc.)
Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi))Bank, (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate of interest or fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all a Guarantor from its Guaranty of the Collateral Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as expressly otherwise provided in the Credit Documents) under all the Security DocumentsSection 5.23), (iii) amend, modify or waive any provision of this Section 13.1210.5, (iv) reduce the percentage specified in the definition of Required LendersBanks, (v) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (ty) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such LenderBank), or (uz) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article 7 or any other provision as the same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly negatively affected in the case of following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vivii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify replace any Subsidiary Guarantor or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)) or (vii) any amendment or modification to the pro rata provisions in Section 9 of the Pledge Agreement; provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest or fees (including the Nine-Month Fee) on any Loan Loan, or Note reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1211.12, (iviii) reduce the percentage specified in or otherwise change the definition of Required Lenders, Lenders or (viv) consent to the assignment or transfer by Borrower the Company of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), ) or (uy) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 10 as the same applies to such the Administrative Agent or any other provision as the same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Superior Telecom Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for stated maturity of, or reduce any reimbursement obligation under, any Letter of Credit beyond the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash)thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Restatement Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. Neither (a) Except as provided in Section 2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and, in the case of this Agreement, signed by the respective Credit Parties party thereto hereto and the Required Lenders or, in the case of any other Credit Document, signed by the respective Credit Parties hereto and the Administrative Agent or Collateral Agent party thereto with the consent of the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Loan Document Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause clauses (i) and (vi), and in such case only to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Document Obligations), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for Revolving Loan Maturity Date or reduce extend the principal amount required date of reimbursement of any paymentLC Disbursement or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any change to, or the deletion of, the proviso to the definition of “Term Loan Maturity Date” is not an extension of the final scheduled maturity of any Loans or Notes hereunder), or reduce the rate or amount or extend the time of payment of interest on or fees thereon, or reduce the principal amount of any Loan, B/A or LC Disbursement or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental Term Loan or Note (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment or scheduled payment (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided permitted in this Agreement and/or the Credit Security Documents) under all the Security Documents, (iii) release the Guaranty by Holdings or any other material Guaranty (except as expressly provided in the Guaranties) or limit the liability of Holdings or the applicable Credit Party under any such Guaranty, (iv) amend, modify or waive any provision of this Section 13.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, (v) consent additional extensions of credit pursuant to this Agreement may be included in the assignment or transfer by Borrower determination of any the Required Lenders on substantially the same basis as the extensions of its rights Term Loans and obligations under this AgreementRevolving Loan Commitments are included on the Effective Date), (vi) amend, modify or waive any provision in 155 other provisions of any Credit Document specifying the number or percentage of Lenders (or Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant any consent thereunder, (vii) consent to the assignment or transfer by any Borrower of any of its respective rights and obligations under this Agreement to or any other Credit Document or (viii) amend, modify or waive the extent providing for payments or prepayments of Loans, requirement set forth in each case, to Section 2.19(b) that funds be applied pro rata ratably among the Lenders parties entitled to thereto; and provided further that no such payments changes, waivers, discharge or prepayments termination shall (i) change any provisions of Loans (it being understood any Credit Document in a manner that by its terms adversely affects the provision rights in respect of additional extensions of credit pursuant to this Agreementpayments, or the waiver Collateral to secure payments, due to Lenders holding Loans of any mandatory commitment reduction or Tranche differently than those holding Loans of any mandatory prepayment other Tranche, without the written consent of Lenders holding a majority in interest of the outstanding Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes and unused Commitments of this clause (vi))each adversely affected Tranche, or (viiii) release any Subsidiary Guarantor from a Subsidiaries Guaranty modify the protections afforded to an SPV pursuant to the extent same owns a Mortgaged Vessel (other than as provisions of Section 10.04(e) without the written consent of such SPV; provided in the Subsidiaries Guaranty); provided, further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by Holdings, each Borrower and the requisite percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time; provided further that no such change, waiver, discharge or termination shall (tA) increase the commitments Commitments of any Lender over (or reduce, on a non-pro rata basis, the Commitments of any Lender from) the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments US Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uB) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent or Collateral Agent, amend, modify or waive any provision of Section 12 Article X as same applies to such the Administrative Agent or Collateral Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to as the rights or obligations of the Collateral Agentcase may be.
Appears in 2 contracts
Samples: Lease Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Amendment or Waiver; etc. Neither (a) Subject to the provisions of following clauses (c), (d), (e), (f), (g), (h), (i), (j), (k) and (l) neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender, except with respect to matters described in clause (i)) with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi))thereby, (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), principal or Fees or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this AgreementAgreement (except that, with the consent of the Required Lenders, the Corporation and any other Domestic Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02), (v) release the Corporation from the Guaranty (it being understood, however, that the assumption by another Person of the Corporation’s obligations under the Guaranty in connection with a merger or consolidation of the Corporation with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of the Corporation from the Guaranty) or (vi) amend, modify or waive any provision of Section 13.06(a); provided further, that, in this Agreement addition to the extent providing for payments or prepayments consent of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendmentrequired above, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase or extend the commitments Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect or beyond the final date thereof without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any commitment Commitment (or Sub-Commitment) of any Lender shall not constitute an increase in of the commitment Commitment (or Sub-Commitment) of such Lender), (uw) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release any Subsidiary Guarantor (except as expressly provided in the Credit Documents) from the Subsidiaries Guaranty, (iv) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Agentthe Issuing Lender, amend, modify or waive any provision of Section 12 as same applies to such Agent 2 or any other provision as same relates to the alter its rights or obligations with respect to Letters of such Agent or Credit, (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi))modified, (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documentseither Pledge Agreement, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u2) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) without the consent of the Supermajority Lenders, amend, modify or waive any provision of Section 4.02(c), 8.01(j), 9.01, 9.03, 9.07, or 10.09 or the definition of "Asset Coverage Ratio" or "Value".
Appears in 2 contracts
Samples: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (u2) without the consent of each the Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent, amend, modify or waive any provision of Section 12 11 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, (i) without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi)Bank, to the extent (in the case of the following clause (vi)) that extend any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate of interest or fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)) or (ii) without the consent of each Bank, (a) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.23), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iiib) amend, modify or waive any provision of this Section 13.1210.5, (ivc) reduce the percentage specified in the definition of Required LendersBanks, (vd) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder or (e) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (ty) increase the commitments Commitment or outstanding Loans of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, or Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment or outstanding Loans of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such LenderBank), or (uz) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article 7 or any other provision as the same relates to the rights or obligations of such Agent or (v) without the consent Administrative Agent. The Banks and Credit Parties agree that the exercise by the Borrower of its option to increase the amount of the Collateral Agent, amend, modify outstanding Loans pursuant to Section 2.16 is not an amendment or waive waiver of this Agreement or any provision relating to the rights or obligations of the Collateral Agentother Credit Document.
Appears in 2 contracts
Samples: Term Loan Agreement (Alliance Data Systems Corp), Term Loan Agreement (Alliance Data Systems Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersLenders (or in the case of any amendment referred to in Section 13.12(b), the Administrative Agent), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause thereby (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make other than a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Defaulting Lender), (i) extend the final scheduled maturity of any Swingline Loan, Revolving Loan or Note, Revolving Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, (ii) extend the final scheduled maturity of any Tranche B Term Loan or Tranche B Term Note beyond the Tranche B Term Loan Maturity Date, or (iii) reduce the rate or extend the time of payment of interest on (other than as a result of any Loan or Note (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees on any Loan, or reduce the principal amount thereof or any scheduled installment of principal thereof (yexcept to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)iii), notwithstanding the fact that such amendment or reduce the principal amount thereof (except to the extent repaid modification actually results in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders, (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guarantyreduction); provided, furtherprovidedfurther, that no such change, waiver, discharge or termination shall (tA) increase the commitments Revolving Loan Commitment of any Revolving Credit Lender over the amount thereof then in effect or extend the expiration date of any Revolving Loan Commitment of any Revolving Credit Lender without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any Revolving Credit Lender, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Revolving Credit Lender shall not constitute an increase in of the commitment Revolving Loan Commitment of such Revolving Credit Lender), (uB) without the consent of each the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (D) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vE) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (F) without the consent of the Majority Revolving Credit Facility Lenders, amend, modify or waive any of the provisions of Section 6, or (G) without the consent of all Lenders (1) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (2) release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in the Credit Documents), (3) amend, modify or waive any provision of this Sections 1.14 or 13.12 or any other Section of this Agreement that expressly requires the consent of all Lenders in order to amend, modify or waive such Section (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Restatement Effective Date), (4) reduce the percentage specified in the definition of Required Lenders or Majority Revolving Credit Facility Lenders (it being understood that (x) with the consent of the Administrative Agent, extensions of credit pursuant to the Tranche C Term Loan Facility, may be included in the determination of the Required Lenders on substantially the same basis as the Tranche B Term Loans are included on the Restatement Effective Date, and (y) with the consent of the Required Lenders, additional extensions of credit (other than the Tranche C Term Loans) pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (5) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.
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Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate of interest or fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsCollateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 6.25), (iv) amend, modify or waive any provision of this Section 13.1211.5, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date), (vvi) amend or modify any provision of Section 11.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder or (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tv) without the consent of each Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(b) through (f) or alter its rights or obligations with respect to Swing Loans, (x) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uy) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article 8 or any other provision as the same relates to the rights or obligations of such Agent the Administrative Agent, or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided ; PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vii), and in such case only to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Obligations), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for Revolving Loan Maturity Date or reduce extend the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on or fees thereon, or reduce the principal amount thereof or extend any Loan Scheduled Repayment or Note (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided permitted in this Agreement and/or the Credit Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Guaranties), (iv) amend, modify or waive any provision of this Section 13.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the 159 definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (vvi) consent to the assignment or transfer by any Borrower of any of its respective rights and obligations under this Agreement, Agreement or any other Credit Document or (vivii) amend, modify or waive any provision the requirement set forth in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to Section 2.19(b) that funds be applied pro rata ratably among the Lenders parties entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)thereto; provided, further, PROVIDED FURTHER that no such change, waiver, discharge or termination shall (tA) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uB) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Section 12 Article X as same applies to such the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Administrative Agent, Collateral Agent, amendCanadian Agent or UK Agent, modify or waive any provision relating to as the rights or obligations of the Collateral Agentcase may be.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, repayment pursuant to Section 3.02(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uy) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vz) without the consent of the Collateral AgentSecurity Trustee, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentSecurity Trustee.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Subsidiaries Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries GuarantyVessel); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Revolving Loan Commitments shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender shall not constitute an increase in the commitment Revolving Loan Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties Obligors party hereto or thereto and the Required LendersLenders (although additional parties 167 may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Parent Guarantor (other than the Borrowers) may be released from, the Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender except that, for the purposes of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Secured Obligations being directly affected in the case of the following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vivii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Effective Date), (v) consent to the assignment or transfer by Borrower any Obligor of any of its their rights and obligations under this AgreementAgreement or any other Credit Document to which it is a party, (vi) amend, modify or waive any provision in this Agreement to amend the extent providing for payments or prepayments definition of Loans, in each case, to be applied pro rata among the Supermajority Lenders entitled to such payments or prepayments of Loans (it being understood that that, with the provision consent of the Required Lenders, additional extensions of credit pursuant to this Agreement, or Agreement may be included in the waiver determination of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Supermajority Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), on substantially the same basis as the Commitments are included on the Effective Date) or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to amend the extent same owns a Mortgaged Vessel (other than as provided priority of payments set forth in the Subsidiaries Guaranty)Section 11.02 hereof; provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment the Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Security Agent, amend, modify or waive any provision relating to the rights or obligations of the 168 Security Agent, (5) without the consent of the Facility Agent, amend, modify or waive any provision relating to the rights or obligations of the Facility Agent or (6) without the consent of the Supermajority Lenders and each Co-Collateral Agent, (w) change the definition of the term Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the 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 Eligible Credit Card Receivables acquired in a Permitted Acquisition to the Borrowing Base as provided herein), (x) amend the definition of Dominion Period or the definition of Availability Condition, (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Credit Card Receivables and Eligible Inventory, in each case by the Co-Collateral Agents in accordance with the terms hereof, will not be deemed such an increase in advance rates) or decrease the frequency of Borrowing Base Certificate deliveries required pursuant to Section 9.01(j) or (z) amend, modify or waive any provision of Section 10.13.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)thereby), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate (except in connection with a waiver of any post-default increase in interest rate) or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), it being understood that any amendment to, or modification of, any financial definition shall not constitute a reduction for any purpose of this Section 13.12, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tv) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uw) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (x) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Credit Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uv) without the consent of each Chase or the Letter of Credit Issuer, as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of any Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Facility which is being allocated a lesser prepayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) and 4.02(B)(b) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (z) without the consent of the Majority Banks of the respective Facility, amend the definition of Majority Banks or amend, modify or waive the order of the application of any payment or prepayment or (aa) without the consent of the Majority Banks of each Facility, amend, modify or waive any Scheduled Repayment of any Facility (without extending the final scheduled maturity thereof); and provided further, that any amendment of this Agreement entered into pursuant to Section 7.10 shall require the consent of only the Borrower and the Administrative Agent. A waiver or amendment to cure any Default or Event of Default shall not be effective for purposes of Section 5.33 unless such waiver or amendment has been consented to by the Majority Banks under the Revolving Credit Facility.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Pledge Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan interest, premium or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))) or remove the non-call period in Section 5.01, or reduce the principal amount thereof (except to the extent repaid waive any condition in cash)Section 6, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Pledge Agreement or the Security DocumentsAgreement, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender)shall, (u1) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v2) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (3) without the consent of each Backstop Party, amend, modify or waive any provision or clause of, or any condition set forth in, Section 6.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determina- -143- 151 tion of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (u) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Agents, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b) and (c)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Pledge Agreement (Doubletree Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and any of the Parent, the Holdco Guarantors or the Subsidiaries Guarantors may be released from its respective Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend or increase the Revolving Loan Commitment of any Lender, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1214.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary all or substantially all of the Subsidiaries Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than except as expressly provided in the Subsidiaries GuarantyCredit Documents); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Revolving Loan Commitments shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender shall not constitute an increase in the commitment Revolving Loan Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the -113- 115 same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment without the consent of Supermajority Lenders holding Tranche A Term Loans, or reduce the amount, or extend the date of, any Tranche B Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Tranche B Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding both Tranche A Term Loans and Tranche B Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. Neither this Agreement nor any other ------------------------ Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for stated maturity of, or reduce any reimbursement obligation under, any Letter of Credit beyond the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash)thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, ---------------- discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u2) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (4) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties each Borrower party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend Note beyond the timing for or reduce the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iviii) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks or (viv) consent to the assignment or transfer by by, or discharge or termination of, any Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Credit Document; provided in the Subsidiaries Guaranty); provided, further, that ---------------- no such change, waiver, discharge or termination shall (tx) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uy) without the consent of each the Agent, amend, modify or waive any provision of Section 12 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)thereby), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on (other than as a result of any Loan or Note (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date), (v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, Agreement (except in the circumstances permitted by the exception to the first proviso to the first sentence of Section 13.04(a)) or (vi) amend, waive or modify the approval rights of the Banks in respect of a nine or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than twelve-month Interest Period as provided in the Subsidiaries Guaranty)Section 1.09; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (tv) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uw) without the consent of each the respective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit issued by it, (x) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b), (c) and (d) or alter its rights and obligations with respect 153 to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Big Flower Press Holdings Inc /Pred/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Initial Borrowing Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the written consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments any Revolving Loan Commitments shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (u) without the written consent of each the respective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit or Acceptances, (v) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans, (w) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such Agent or the Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (y) without the consent of the Supermajority Banks (1) amend, modify or waive any Scheduled Commitment Reduction or (2) reduce the percentage specified in the definition of Supermajority Banks.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (i)i)(y) and (vi) or whose Obligations are being extended in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)(x)), (ii)(x) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, (y) or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) amend, modify or waive any provision of Section 13.06, except in this Agreement to the extent providing connection with an amendment that provides for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche, provided that no such Lender shall be required to accept such offer) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Lenders; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment or repayment as a result of the actions described below, alter the required application of any prepayments or repayments, as between the various Tranches, pursuant to Section 5.02(h) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment or repayment, so long as the application, as amongst the various Tranches, of any such prepayment or repayment which is still required to be made is not altered and (y) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), (7) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (8) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Commitments, amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, or (9) reduce the amount of, or extend the date of, any Scheduled Repayment without the consent of the Majority Lenders holding Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Global Cash Access Holdings, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, Note or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.06 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1211.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loan on the Effective Date), or (iv) reduce the percentage specified in the definition of Required Lenders, (viii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u1) without the written consent of each Lender, amend, modify or waive any provision of Section 2 or (2) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent 10 or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing writing-signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being other than a Defaulting Bank) directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi))thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note, Revolving Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tw) increase the commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, the Borrowing Base, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (ux) without the consent of each BTCo and any other Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (y) without the consent the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent the Agent, or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, Commitment reduction pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Note or Letter of Credit Fee or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)Vessel; provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent Agent, (w) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uv) without the consent of each the Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Agent, (vy) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (z) without the consent of the Supermajority Banks, reduce the amount of, or extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (u2) without the con sent of the Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of each BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent, amend, modify or waive any provision of Section 12 11 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (McMS Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) release the REIT from its obligations under the Parent Guaranty, (iv) amend, modify or waive any provision of this Section 13.1212.12, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Loans are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tA) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment the Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uB) without the consent of each the Issuing Bank, modify or waive any provision of Section 1.13 through Section 1.18 or alter its rights or obligations with respect to the Letters of Credit, (C) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent 11 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vD) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (E) without the consent of the Supermajority Banks, (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit the REIT or any of its Subsidiaries to pay additional Dividends to, or make additional Investments in or to, any of its other Subsidiaries, (iii) release any Subsidiary Guarantor from its obligations under the Subsidiaries Guaranty (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base 115 Property or Borrowing Base Pledged Mortgage Loan from the Liens created by the respective Mortgage or Collateral Assignment (except as expressly provided in the Credit Documents).
Appears in 1 contract
Samples: Security Agreement (Eldertrust)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected altered in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan Loan, Note or Note Letter of Credit (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the -116- 123 consent of each the Swingline Lender or, in the case of Letters of Credit, the respective Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (v) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the respective Agent, (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (x) except as provided in Section 13.19(b), without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and 4.02(c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction (other than a Scheduled Repayment), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional tranches of term loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis with the Term Loans in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and 4.02(c) and any section providing scheduled repayments for any new Tranche of Term Loans), (y) without the consent of the Majority Lenders of the respective Tranche of Term Loans, decrease the amount of any Scheduled Repayment of such Tranche or extend the date thereof, or (z) without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Effective Date).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Pledge Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan interest, premium or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))) or call protection under Section 4.02 with respect thereto, or reduce the principal amount thereof (except to the extent repaid waive any condition in cash)Section 6, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Pledge Agreement or the Security DocumentsAgreement, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender)shall, (u1) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent or (v2) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (3) without the consent of the Required Lenders, amend, modify or waive any provision or clause of, or any condition set forth in, Section 6.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Lee Enterprises, Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders (or, in the case of Section 3.03(d), the Majority Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (viv), to the extent (in the case of the following clause (viv)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viv)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iviii) reduce the percentage specified in the definition of Required Lenders or Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders and Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, or (viv) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (viv)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral AgentSwingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentSwingline Lender.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (A) in the case of (x) any amendment, modification or waiver of Section 9.07 or any of the financial definitions used in determining compliance with Section 9.07 or (y) any waiver of any Revolver Event of Default, the Majority Lenders holding outstanding Revolving Obligations (or Revolving Loan Commitments in respect thereof) and (B) in the case of any other change, waiver, discharge or termination of any other term or provision of this Agreement or any other Credit Document, the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Credit Documents) from the Subsidiaries Guaranty, (iv) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (vvi) amend, modify or waive Section 13.06(a) in a manner that would alter the pro rata sharing of payments required thereby, or (vii) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below in this sub-clause (x), alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of the Majority Lenders of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v6) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (7) without the consent of the Majority Lenders under the affected Tranche of Term Loans, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect of such Tranche of Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Town Sports International Holdings Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, -------- discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (it being understood that with the Consent of the Required Banks, additional extensions of credit pursuant to the Agreement may provide for additional voting or consent rights with respect thereto), (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amendexcept that the Borrower may assign or otherwise transfer its rights, modify obligations and interests hereunder or waive under the other Credit Documents to any provision in this Agreement Wholly-Owned Domestic Subsidiary of the Borrower to the extent providing for payments or prepayments (but only to the extent) that (i) the Borrower guarantees all of Loans, the Obligations of such assignee Subsidiary pursuant to a guaranty in each case, form and substance satisfactory to be applied pro rata among the Lenders entitled Required Banks and (ii) the Required Banks shall have consented to such payments assignment or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as transfer; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, ---------------- discharge or termination shall (tv) increase the commitments Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (uw) without the consent of each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (NRT Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Sections 2.15 and 2.16) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added hereto (and annexes may be modified to reflect such additions)), and Subsidiaries of the Borrower and the Parent Guarantors may be released from, the Guarantee Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Loan Parties party thereto and or the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Loan Documents) under or release all or substantially all of the Security value of the Guaranty made by the Guarantors (except as expressly provided in the Loan Documents), (iii) amend, modify or waive or have the effect of amending, modifying or waiving any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Closing Date) or Section 13.06, (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Closing Date), (v) increase the advance rates applicable to the Borrowing Base over those in effect on the Closing Date (it being understood that the adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vivii) amend, modify or waive or have the effect of amending, modifying or waiving the application of payments set forth in Sections 5.03(c) or 13.06 hereof or Section 16 of the Pledge and Security Agreement or (viii) subordinate the Liens granted for the benefit of the Secured Parties in respect of all or substantially all of the Collateral under any provision in this Agreement of the Security Documents except to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)Intercreditor Agreements; provided, provided further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment the Revolving Loan Commitment of any Lender shall not constitute an increase in of the commitment Revolving Loan Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Article III or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article XII or any other provision of this Agreement or any other Loan Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Agent, amend, modify or waive any provision of Article XII or any other provisions of this Agreement or any other Loan Documents relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Required Lenders, amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts and Eligible Inventory (including, in each case, the defined terms used therein).
Appears in 1 contract
Samples: Exit Abl Credit Agreement (Pyxus International, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders, and Subsidiaries of the Company may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof (without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender affected thereby (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or release Holdings or any Subsidiary Guarantor from the Guaranty, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Effective Date) or Section 13.06, (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by Borrower the Company of any of its their rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement except to the extent providing for payments or prepayments of Loans, provided in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Intercreditor Agreement, or the waiver of subordinate any mandatory commitment reduction Loan or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), liens on any Collateral to any other obligation or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to amend or modify the extent same owns a Mortgaged Vessel (other than as order of payments provided in the Subsidiaries Guaranty)Section 5.02, Section 5.05 or Section 13.06; provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment the Revolving Loan Commitment of any Lender shall not constitute an increase in of the commitment Revolving Loan Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v5) without the consent of the ABL Loan Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the ABL Loan Collateral Agent, (6) without the consent of the Supermajority Lenders, (w) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) amend the definition of Reserves or amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts (including the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders although additional parties may be added to (and annexes may be modified to reflect such additions) and, other than as further set forth below, Subsidiaries of the US Company may be deleted from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce final expiration date of the principal amount Revolving Loan Commitment of any paymentLender, or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by US Company or any Borrower of any of its their rights and obligations under this Agreement, (vi) amend, change or modify or waive any provision in this Agreement to or any Security Document in any manner that would change the extent providing for payments effect of Section 5.03(d) hereof, Section 8.4 of the US Security Agreement, Section 9 of the US Pledge Agreement, Clause 20 of the UK Debenture, Clause 19 of the UK Partnership Debenture, Clause 14 of the UK Share Charge, Section 8.7 of the Canadian Security Agreement, Section 21(15) of the Canadian Share Pledge Agreement, Section 11 of the Luxembourg Share Pledge, Section 10 of the Luxembourg Security Agreement or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the any similar provision of additional extensions any Security Document, (vii) amend, change or modify the provisions of credit pursuant to this AgreementSection 2.17 or 5.02(a)(i), (ii), (iii), (iv), (v) or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), ; or (viiviii) release subordinate the Liens granted for the benefit of the Secured Creditors in respect of the Collateral under any Subsidiary Guarantor from a Subsidiaries Guaranty to of the extent same owns a Mortgaged Vessel (other than as Security Documents; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment the Revolving Loan Commitment of any Lender shall not constitute an increase in of the commitment Revolving Loan Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (6) without the consent of the Supermajority Lenders, (w) release any Guarantor with assets in the US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base from any obligations arising under the Guarantees, (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), (y) amend the definition of Aggregate Borrowing Base, US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base (or, in each case, any defined terms as used therein) as such definitions are set forth herein on the Effective Date (or as same may be amended from time to time pursuant to this clause (y)) in any manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Container Fleet Inventory, Eligible Cabin Fleet Inventory, Eligible Container Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Trailer Fleet Inventory and Eligible Work-In-Process Container Inventory, in each case by the Administrative Agent or the Collateral Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (z) increase the percentage of the US Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(i).
Appears in 1 contract
Samples: Credit Agreement (Mobile Mini Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause thereby (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make other than a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Defaulting Lender), (i) (x) extend the final scheduled maturity of any Loan or NoteNote or the due date of any amortization payment in respect of the Term Loans, (y) extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the one year anniversary of the Maturity Date (it being understood that the provisions of Section 4.02A(d) shall remain in effect with respect to any Letter of Credit having an expiry date later than the Maturity Date (or which, pursuant to its terms, may be extended to a date later than the Maturity Date)), or (z) with respect to clauses (x) and (y), reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce or forgive the principal amount thereof or reduce or forgive any interest, fees or other amounts payable hereunder (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral aggregate value of the Guaranty of all of the Guarantors (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided on the Effective Date) or Section 4.02(A)(d), (iv) reduce the percentage specified in the definition of Required Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as on the Effective Date), (v) consent to the assignment or transfer by the Borrower or Magellan of any of its rights and obligations under this Agreement, Agreement or (vi) amend, modify or waive any provision amend Section 13.06 in this Agreement to a manner that would alter the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments sharing of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as amounts required thereby; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments any Commitments pursuant to Section 3.03(b)(ii) shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment the Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent or (v5) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the consent of the Collateral AgentLenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or Commitments outstanding; provided further, amendthat no waiver of any condition set forth in Section 6 with respect to any Credit Event shall become effective without the consent of (i) the Required Revolving Lenders (in the case of a Revolving Loan or Letter of Credit) or (ii) the Required Term Lenders (in the case of a Term Loan), modify or waive any provision relating in each case in addition to the rights or obligations of the Collateral Agentother consents required pursuant to this Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected and adversely modified in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit DocumentsDocuments in connection with an asset sale permitted pursuant to Section 9.02) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1214.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Subsidiaries Guaranty in connection with an asset sale permitted pursuant to Section 9.02), (vi) release VHS Holdco I from the Holdings Guaranty, (vii) consent to the assignment or transfer by Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, Agreement or (viviii) amend, modify or waive any provision in this Agreement to the extent provisions of Section 14.06(a) providing for payments or prepayments of Loans, in each case, to be applied pro rata among made ratably to the Lenders entitled to such payments or prepayments of Loans (it being understood that that, with the provision consent of the Required Lenders, additional extensions of credit pursuant to this Agreement, or the waiver of Agreement may be included in determining any mandatory commitment reduction or ratable share pursuant to Section 14.06(a) and adjustments to any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guarantysuch Section may be made consistent therewith); provided, provided further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision herein or in any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment, or amend the definition of Supermajority Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date), (8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.16, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.16(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.16(a)(ix), the Total Revolving Loan Commitment amend or modify the provisions of Section 1.16(a)(ix) or (x), as the case may be.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks; provided, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), ): (i) extend the final scheduled maturity of any Revolving Loan or Note, Revolving Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date (except to the extent provided in Section 2.01(e)), or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), ; (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, ; (iii) amend, modify or waive any provision of this Section 13.12, ; (iv) reduce the percentage specified in the definition of Required Lenders, Banks; or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tv) increase the commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), ; (ux) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights and obligations with respect to Letters of Credit; (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such Agent the Agent; or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Autotote Corp)
Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate of interest or fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2. 14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsCollateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrowers (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 13.1211.5, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (vvi) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (tu) without the consent of each Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (v) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uw) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article 8 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (provided that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.12(B) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of; or extend the date of; any Scheduled Repayment or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of the following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on thereon, or reduce the amount, or extend the time of payment, of any Loan or Note Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount of any Loan (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1214.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its their respective rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such the Agent or (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate of interest or fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsCollateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrowers (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 13.1211.5, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uy) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent Article 8 or any other provision as the same relates to the rights or obligations of such Agent the Administrative Agent, or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto thereto, the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and any of the Subsidiary Guarantors may be released from its respective Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto, the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend or increase the timing for or reduce the principal amount Commitment of any paymentLender, or reduce the rate or extend the time of payment of interest on any Loan or Note or Deferred Fee (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1214.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments or Deferred Fee (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any all or substantially all of the Subsidiary Guarantor Guarantors from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than except as expressly provided in the Subsidiaries GuarantyCredit Documents); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Priority Credit Agreement (Trico Marine Services Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrowers may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1211.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Funding Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans are included on the Funding Date) or (v) consent to the assignment or transfer by Borrower Parent or the Borrowers of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such the Administrative Agent or (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Amortization Payment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Commitments are included on the Original Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Revolving Commitments, in each case, to be 100 applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Revolving Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Revolving Commitments shall not constitute an increase of the commitment Revolving Commitment of any Lender, and that an increase in the available portion of any commitment Revolving Commitment of any Lender shall not constitute an increase in the commitment Revolving Commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (w) without the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 13.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the A/RF Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that ---------------- no such change, waiver, discharge or termination shall (tw) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (ux) without the consent of each AgentIssuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks; provided, provided that no such -------- change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), ): (i) extend the final scheduled maturity of any the Term Loan or Notebeyond February 15, extend the timing for or reduce the principal amount of any payment2001, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))thereon, or reduce the principal amount thereof (except to the extent repaid in cash), ; (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, ; (iii) amend, modify or waive any provision of this Section 13.12, 12.12; (iv) reduce the percentage specified in the definition of Required Lenders, Banks; or (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, -------- ------- waiver, discharge or termination shall (tx) increase the commitments obligation of any Lender Bank to make Advances over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment obligation of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such LenderBank to make Advances), ; (uy) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as the same applies to such Agent or any other provision as the same relates to the rights or obligations of such Agent Agent; or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Term Loan Agreement (Autotote Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)affected), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the A/RL Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Credit Document; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.the
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentFinal Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Note Letter of Credit thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by Borrower the Borrowers of any of its their rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tw) increase the commitments Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any Lender, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender shall not constitute an increase in the commitment Revolving Loan Commitment of such Lender), (ux) without the consent of each BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 12 11 as the same applies to such the Agent and Co-Agent or any other provision as the same relates to the rights or obligations of such the Agent or and Co-Agent and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Di Industries Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Credit Document; provided in the Subsidiaries Guaranty); provided, further, that no such change, ---------------- waiver, discharge or termination shall (tv) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uw) without the consent of each AgentLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agents, amend, modify or waive any provision of Section 12 as same applies to such Agent the Agents or any other provision as same relates to the rights or obligations of such Agent or the Agents and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Pacer Express Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (u2) without the consent of each BTCo, alter its rights or obligations with respect to Swingline Loans, and without the consent of BTCo or any other Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Agent, amend, modify or waive any provision of Section 12 11 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such Agent the Agent, or (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Labtec Inc /Ma)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1211.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) release a Guarantor from its Guaranty or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (tx) increase the commitments Revolving Loan Commit- ments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such Lender), Bank) and (uy) without the consent of each the Agent, amend, modify or waive any provision of Section 12 10 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend beyond the timing for or reduce the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) release the REIT from its obligations under the Parent Guaranty, (iv) amend, modify or waive any provision of this Section 13.1212.12, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Loans are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tA) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment the Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uB) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent 11 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vD) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (E) without the consent of the Supermajority Banks, (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit the REIT or any of its Subsidiaries to pay additional Dividends to, or make additional Investments in or to, any of its other Subsidiaries, (iii) release any Subsidiary Guarantor from its obligations under the Subsidiaries Guaranty (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base Property from the Liens created by the respective Mortgage (except as expressly provided in the Credit Documents).
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge ---------------- or termination shall (tv) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uw) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the -146- Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uv) without the consent of BTCo or, in the case of Letters of Credit, the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Banks as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Amortization Payment, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Original Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. Neither (a) Subject to the provisions of following clauses (c), (d), (e) and (f), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi))thereby, (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this AgreementAgreement (except that, with the consent of the Required Lenders, the Corporation and any other Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (viand in accordance with the requirements of) amend, modify Section 9.02) or waive (v) release any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, DRLB Guarantor from its Guaranty (unless such DLRB Guarantor ceases to be applied pro rata among a Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) or, except in accordance with the Lenders entitled to such payments or prepayments of Loans terms thereof, Sheraton from the Sheraton Guaranty (it being understood understood, however, that the provision of additional extensions of credit pursuant to this Agreement, or the waiver assumption by another Person of any mandatory commitment reduction DLRB Guarantor’s or any mandatory prepayment Sheraton’s obligations under the relevant Guaranty in connection with a merger or consolidation of Loans such DLRB Guarantor or Sheraton, as the case may be, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such DRLB Guarantor or Sheraton, as the case may be, from its Guaranty); provided further, that, in addition to the consent of the Required Lenders shall not constitute an amendmentrequired above, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Agreement, (v) increase the commitments Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any commitment Commitment (or sub-commitment) of any Lender shall not constitute an increase in of the commitment Commitment (or Sub-Commitment) of such Lender), (uw) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, repayment pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uy) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vz) without the consent of the Collateral AgentSecurity Trustee, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentSecurity Trustee.
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Amendment or Waiver; etc. Neither this Agreement nor any other ------------------------ Credit Document nor any terms hereof or thereof may be changed, waived, discharged or 133 terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Lender Bank (with Obligations being directly affected in the case of following clause other than a Defaulting Bank), (i)) and in the case waive any of the following clause conditions specified in Section 5, (vi)ii) change the number of Banks or the percentage of (x) the Commitments, to (y) the extent (in the case aggregate unpaid principal amount of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any casez) is less than its pro rata portion provided for in this Agreementthe aggregate Stated Amount of outstanding Letters of Credit that, in each case, as a result shall be required for the Banks or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty to which such amendment, modification Guarantor is a party or waiver referred otherwise limit such Guarantor's liability with respect to in the following clause (vi))obligations owing to the Administrative Agent and the Banks, (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (iiiv) release all or substantially all any portion of the Collateral (except as expressly other than assets permitted to be sold pursuant to the terms of this Agreement) in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any portion of Collateral in any transaction or series of related transactions to secure any obligations other than obligations owing to the Secured Creditors under the Credit Documents and other than Indebtedness owing to any other Person, provided that, in the Credit Documents-------- case of any Lien (other than Permitted Liens) under all the Security Documentson any item of Collateral to secure Indebtedness owing to any other Person, (iiiA) amendthe Borrowers shall, modify on the date such Indebtedness shall be incurred or waive any provision of this Section 13.12issued, (iv) reduce prepay the percentage specified Loans pursuant to, and in the definition order of priority set forth in, Section 4.02(c) in an aggregate principal amount equal to the amount of such Net Cash Proceeds to the extent required to do so under Section 3.03 and (B) the Required LendersBanks shall otherwise permit the creation, incurrence, assumption or existence of such Lien and of such Indebtedness, (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under amend this AgreementSection 12.12, (vi) amendincrease the Commitments of the Banks or subject the Banks to any additional obligations, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release reduce the principal of, or interest on, the Notes or any Subsidiary Guarantor from a Subsidiaries Guaranty Fees or other amounts payable hereunder, (viii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder or amend Section 4.02, (ix) limit the liability of any Credit Party under any of the Credit Documents; provided further that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by the Swingline Bank or each Letter of Credit Issuer, as the case may be, in addition to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); providedBanks required above to take such action, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to affect the rights or obligations of the Collateral AgentSwingline Banks or of the Letter of Credit Issuers, as the case may be, under this Agreement; and provided -------- further that no amendment, waiver or consent shall, unless in writing and signed ------- by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement, (x) increase the Multi-Currency Sublimit to an amount in excess of U.S. $70,000,000 and (xi) to increase the maximum percentages set forth in the definitions of each of [_]Foreign Borrowing Base[_] and [_]U.S. Borrowing Base.[_]
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Samples: Credit Agreement (Modus Media International Holdings Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12 to the extent that any such amendment or modification would alter any of the voting provisions set forth in the other provisions of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment the Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uv) without the consent of each the Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Agent, (vy) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (z) without the consent of the Supermajority Banks, reduce the amount of, or extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Power Ten)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), or reduce the amount of, or extend the date of, any Scheduled Repayment, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) release Host Marriott from its obligations under the Host Marriott Guaranty, (iv) amend, modify or waive any provision of this Section 13.1212.12, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Loans are included on the Effective Date), (vvi) amend or modify the definition of Applicable EBITDA Factor or any of the percentages set forth in the proviso to the definition of Borrowing Base Property Amount or (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tw) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment the Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (ux) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vy) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (z) without the consent of the Supermajority Banks, (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit Holdings or any of its Subsidiaries to pay additional Dividends to, or make additional Investments in or to, Host Marriott or any of its other Subsidiaries, (iii) release any Parent Guarantor or Subsidiary Guarantor from its obligations under the Parents Guaranty or the Subsidiaries Guaranty, as the case may be (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base Property from the Liens created by the respective Mortgage (except as expressly provided in the Credit Documents).
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Amendment or Waiver; etc. Neither this Agreement nor any other Credit ------------------------ Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto each Borrower and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentLoan, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 13.1212.12, (iviii) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by any Borrower of any of its respective rights and or obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Credit Document; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (ti) increase the commitments Total Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment the Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such Lender), Bank) or (uii) without the consent of each Agentthe Agents, amend, modify or waive any provision of Section 12 11 as same applies to such Agent the Agents or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral an Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent Consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)Vessel; provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of the following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on thereon, or reduce the amount, or extend the time of payment, of any Loan or Note Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount of any Loan (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1214.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loan Commitments on the Original Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loan Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its their respective rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Loan Commitment of any Lender, and that an increase in the available portion of any commitment Loan Commitment of any Lender shall not constitute an increase in of the commitment Loan Commitment of such Lender), (u2) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent or (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and and, in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any payment, repayment pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral any Vessel Mortgage (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)Vessel; provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), or (uy) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Samples: Pledge and Security Agreement (Genco Shipping & Trading LTD)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Credit Document; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Original Effective Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as done as of the Original Effective Date with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto Borrower and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and modified in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of or interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release of Trizec or all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Guaranty to which it is (except or they are) a party (except, in each case, as expressly provided in permitted by the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage specified in amend the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower or Trizec of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans, Competitive Bid Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (v6) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Collateral Agentrespective Tranche effected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected modified in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of -129- interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Incremental Term Loan Repayment, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Revolving Loans are included on the Effective Date), (8) in cases where any Tranche of Incremental Term Loans is being added to pursuant to Section 1.13, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.13(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and the Supermajority Lenders of the Tranche consisting of the Total Revolving Loan Commitment (and the extensions of credit pursuant thereto), amend or modify the provisions of Section 1.13(a)(ix) or (x).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest or fees on any Loan Loan, or Note reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1211.12, (iviii) reduce the percentage specified in the definition of Required Lenders, Lenders or (viv) consent to the assignment or transfer by Borrower the Company of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), ) or (uy) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 10 as the same applies to such the Administrative Agent or any other provision as the same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by Holdings or any Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge ---------------- or termination shall (tw) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (ux) without the consent of each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge ---------------- or termination shall (tv) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uw) without the consent of each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Alliance Imaging of Michigan Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Commitment Reduction, or reduce the rate or extend the time of payment of fees or interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Original Effective Date), (v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (x) without the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 14.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any paymentScheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty)Vessel; provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (uv) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1211.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) release a Guarantor from its Guaranty or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tx) increase the commitments Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such Lender), Bank) and (uy) without the consent of each the Agent, amend, modify or waive any provision of Section 12 10 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Northwest Airlines Corp
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate of interest or Fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in connection with the sale of such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 13.12, (ivv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in of the commitment Commitment of such LenderBank), (uv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Agents, (vx) without the consent of the Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commit- -145- 153 ments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b) and (c)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Multiple Draw I/Revolver Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and -121- 123 Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw I Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw I Term Loans, or reduce the amount, or extend the date of, any Multiple Draw II Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw II Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders holding both Multiple Draw I Term Loans and Multiple Draw II Term Loans.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, in the event that the Borrower elects the Term-Out Option, extend the timing for or reduce the principal amount of any paymentScheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Note or Commitment Commission or Letter of Credit Fee (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.11, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of LoansLoans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Todco)
Amendment or Waiver; etc. (a). (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for stated maturity of, or reduce any reimbursement obligation under, any Letter of Credit beyond the principal amount of any paymentMaturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.03(a) or that otherwise avoids the imposition of any default rate of interest shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash)thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release or subordinate all or substantially all of the Collateral value of the guarantees under the Subsidiaries Guaranty (if any) (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Restatement Effective Date), (iviiiiv) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date) or, (vivv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) amend, modify or waive any provision of Section 13.06, except in this Agreement to the extent providing connection with an amendment that provides for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory a prepayment of Loans by the Borrower (offered ratably to all Lenders) at a discount to par on terms and conditions approved by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as Lenders; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 3 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit (including its Maximum L/C Amount), (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 2.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially substanti- ally all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the exten- sions of Term Loans and Revolving Loan Commitments are included on the Third Restatement Effective Date) or (v) consent to the assignment or transfer by Borrower the Borrowers of any of its their rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (ts) increase the commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (t) without the consent of the respective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit or Acceptances, (u) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(c) and (d) or alter its rights and obligations with respect to Swingline Loans, (v) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (vw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (x) without the consent of the Majority Banks of Term Loans, amend the definition of Majority Banks or reallocate any amounts that would otherwise be applied as a mandatory repayment of Term Loans hereunder to the permanent reduction of the Total Revolving Loan Commitment or as a mandatory repayment of Revolving Loans or Swingline Loans, (y) without the consent of the Supermajority Banks of the respective Tranche of Revolving Loans (1) amend, modify or waive any Scheduled Commitment Reduction, or (2) reduce the percentage specified in the definition of Supermajority Banks with respect to such Tranche, and (z) without the consent of the Required Supermajority Banks, (1) release any significant portion of the Collateral under the Security Documents (except as expressly provided in the Credit Documents) or release any significant Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (other than in connection with a transaction permitted pursuant to Section 9.02); provided that no Collateral shall constitute a significant portion of the Collateral and no Subsidiary Guarantor shall constitute a significant Subsidiary Guarantor if the fair market value of the Collateral to be released plus the fair market value of the assets owned or held by such Subsidiary Guarantor is $20 million or less in the aggregate (based on a certificate of the chief financial officer of Furniture Brands taking into account all prior releases) or (2) reduce the percentage specified in the definition of Required Supermajority Banks.
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties Obligors party hereto or thereto and the Required LendersLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Parent Guarantor (other than the Borrowers) may be released from, the Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender except that, for the purposes 178 of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Secured Obligations being directly affected in the case of the following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vivii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Restatement Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date), (v) consent to the assignment or transfer by Borrower any Obligor of any of its their rights and obligations under this AgreementAgreement or any other Credit Document to which it is a party, (vi) amend, modify or waive any provision in this Agreement to amend the extent providing for payments or prepayments definition of Loans, in each case, to be applied pro rata among the Supermajority Lenders entitled to such payments or prepayments of Loans (it being understood that that, with the provision consent of the Required Lenders, additional extensions of credit pursuant to this Agreement, or Agreement may be included in the waiver determination of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Supermajority Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), on substantially the same basis as the Commitments are included on the Restatement Effective Date) or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to amend the extent same owns a Mortgaged Vessel (other than as provided priority of payments set forth in the Subsidiaries Guaranty)Section 11.02 hereof; provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment the Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent, (5) without the consent of the Facility Agent, amend, modify or waive any provision relating to the rights or obligations of the Facility Agent or (6) without the consent of the Supermajority Lenders and each Co-Collateral Agent, (w) change the definition of the term Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the 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 Eligible Credit Card Receivables acquired in a Permitted Acquisition to the Borrowing Base as provided herein), (x) amend the definition of Dominion Period or the definition of Availability Condition, (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Restatement Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Credit Card Receivables and Eligible Inventory, in each case by the Co-Collateral Agents in accordance with the terms hereof, will not be deemed such an increase in advance rates) or decrease the frequency of Borrowing Base Certificate deliveries required pursuant to Section 9.01(j) or (z) amend, modify or waive any provision of Section 10.13.
Appears in 1 contract
Samples: Facility Agreement (Toys R Us Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of the following clause (i)) and in the case of the following clause (viv), to the extent (in the case of the following clause (viv)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or a payment under Section 2.04(c) in respect of a participation in excess of its Percentage or would receive a payment or prepayment of Loans Loans, a payment of obligations under Section 2.04(d) or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viv)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on thereon, or reduce the amount, or extend the time of payment, of any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount of any Loan thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1214.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of the Commitments are included on the Effective Date), (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or the provisions of Section 2.04(c) to the extent relating to the obligation of a Participant to make a payment in an amount equal to its Percentage or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans, payments of obligations under Section 2.04(d) or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans Loans, payments of obligations under Section 2.04 or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (viv)), (vi) consent to the assignment or transfer by the Parent or the Borrower of any of their respective rights and obligations under this Agreement or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns constitutes a Mortgaged Vessel (other than as Material Subsidiary; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations 110 being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or any Note, or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Term Loan Commitments and Revolving Loan Commitments (and related extensions of credit) are included on the Restatement Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any LenderBank, and that an increase in the available portion of any commitment Commitment of any Lender Bank shall not constitute an increase in the commitment Commitment of such LenderBank), (uv) without the consent of each BTCo and any other Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (w) without the consent the Agent, amend, modify or waive any provision pro vision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend the definition of Supermajority Banks or amend, modify or waive any Scheduled Repayment.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make other than a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Defaulting Bank), (i) extend the final scheduled maturity of any Revolving Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 15.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 13.1215.12, (iv) release any Guarantor from its obligations under its respective Guaranty except in accordance with the terms thereof, (v) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Restatement Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tv) increase the commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in of the commitment Revolving Loan Commitment of such LenderBank), (uw) without the consent of each any Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent, (y) without the consent of the Arranger and the Documentation Agent, amend, modify or waive any provision of Section 13 or any provision as same relates to the rights or obligations of the Arranger or the Documentation Agent or (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required LendersLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings (other than the Borrowers) may be released from, the relevant Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender except that, for the purposes of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Obligations being directly affected in the case of the following clause clauses (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all Security Documents or all or substantially all of the Security Guarantors (except as expressly provided in the Credit Documents) under all Guaranties, (iii) amend, modify or waive any provision of this Section 13.1213.12(a) or Section 13.06, (iv) reduce the percentage specified in the definition of Required Lenders, (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments shall not constitute an increase of the commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.221
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or any Note, or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction, provided that such amendment or modification was not consummated for the purpose of lowering the interest rate or Fees hereunder), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments (and related extensions of credit) are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t) increase the commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment the Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (u) without the consent of each AgentIssuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (v) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent Agent, or (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) (except that the Administrative Agent and the Borrower may enter into any amendment of any Credit Document in order to correct any immaterial technical error therein without the consent of the Credit Parties or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (ii)(z), (vi) and (vii) or whose Obligations are being extended in the case of the following clause clauses (vi), to the extent i)(x) and (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (viy)), (ii)(x) extend the final scheduled maturity of any Term Loan or Term Note, (y) reduce the amount of, or extend the timing for date of, any Scheduled Term Loan Repayment or reduce the principal amount of any payment, or (z) reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (ii)(z)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or all or substantially all of the value of the Subsidiary Guarantors from the Guaranty (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 13.1212.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans on the Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Section 12.06, except in this Agreement to the extent providing connection with an amendment that provides for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory a prepayment of Term Loans by the Borrower (offered ratably to all Lenders with Term Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release amend, modify or waive any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provision of Section 12.04(b) that further restricts assignments thereunder; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Term Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Term Loan Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the commitment Term Loan Commitment of any Lender, and that an increase in the available portion of any commitment of any Lender shall not constitute an increase in the commitment of such Lender), (u2) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent 11 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (v3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02(f) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), or (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans are included on the Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Semtech Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required LendersBanks; provided, provided however, that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make other than a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)Defaulting Bank), (i) extend the final scheduled maturity of any Revolving Loan or any Revolving Note, or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required LendersBanks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments (and related extensions of credit) are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; and provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tA) increase the commitments Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a 102 mandatory reduction in the commitments Total Revolving Loan Commitment shall not constitute an increase of the commitment Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any commitment Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the commitment Revolving Loan Commitment of such LenderBank), (uB) without the consent of each BTCo and any other Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (C) without the consent the Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent the Agent, or (vD) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Revolving Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and thereby in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vii)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated maturity of any paymentLetter of Credit or Existing Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon, or reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 9.5(j) or this Section 13.1212.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement the provisions of the Orders with respect to the extent providing for payments priority of claims thereunder or prepayments modify the Super-priority Claim status of the Lenders in respect of any Lender's Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreementhereunder, Existing Letters of Credit or the waiver Letters of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), Credit or (vii) release amend, waive or modify any Subsidiary Guarantor from a Subsidiaries Guaranty to provision of the extent same owns a Mortgaged Vessel (other than as Credit Documents that expressly provides for the consent of all Lenders; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall shall, without the consent of all Revolving Lenders (tother than a Defaulting Lender) (i) amend, modify or waive any provision of this Agreement that expressly provides for the consent of all of the Revolving Lenders, (ii) amend the definition of "Required Revolving Lenders", (iii) extend the time for repayment (including final maturity) of any principal amount of the Revolving Loans or increase the Total Revolving Loan Commitment, (iv) increase the commitments advance rate from that set forth in the definition of "Accounts Borrowing Base" or "Inventory Borrowing Base," or (v) amend, modify or waive any provision that expressly provides for the consent of all Revolving Lenders, provided further that no such change, waiver, discharge or termination shall increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Revolving Loan Commitment or the Total Term Loan Commitment shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), provided further, that no such change, waiver, discharge or termination shall, without the consent of the Required Lenders, modify the second sentence of Section 4.2(d) or any provision of Section 8.26, provided further, that no such change, waiver, discharge or termination shall, without the consent of all Term Lenders (uother than a Defaulting Lender), modify any provision of Section 5.3, provided further that no such change, waiver, discharge or termination shall (x) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 11 as same applies to such the Agent or any other provision as same relates to the rights or obligations of such the Agent or and (vz) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: American Pad & Paper Co
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, Note or extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate of interest or Fees or extend the time of payment of interest on any Loan or Note (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in connection with the sale of such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 13.12, (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as ; provided in the Subsidiaries Guaranty); provided, further, that no such change, waiver, discharge or termination shall (tu) increase the commitments Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in of the commitment Commitment of such Lender), (uv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (vx) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) 110 117 or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may (i) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered or (ii) agree to modify said Sections 4.01(a) and/or 4.02 (excluding Section 4.02(b)) to provide that any additional extensions of credit pursuant to this Agreement receive their proportionate share of any prepayments or repayments pursuant to said Sections) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment or without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Too Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender except in the case of the following clause (i)) (with Obligations being directly affected and adversely modified in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any Loan Loan, or Note, extend the timing for or reduce the principal amount stated expiration date of any paymentLetter of Credit beyond the Letter of Credit Expiration Date, or reduce the rate or extend the time of payment of interest on any Loan or Note Fees thereon (except (x) in connection connec- tion with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)) or alter the order of application set forth in Section 10C, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit DocumentsDocuments in connection with an asset sale permitted pursuant to Section 9.02) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.1214.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Subsidiaries Guaranty in connection with an asset sale permitted pursuant to Section 9.02), (vi) release VHS Holdco I from the Holdings Guaranty, (vii) consent to the assignment or transfer by Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, Agreement or (viviii) amend, modify or waive any provision in this Agreement to the extent provisions of Section 14.06(a) providing for payments or prepayments of Loans, in each case, to be applied pro rata among made ratably to the Lenders entitled to such payments or prepayments of Loans (it being understood that that, with the provision consent of the Required Lenders, additional extensions of credit pursuant to this Agreement, or the waiver of Agreement may be included in determining any mandatory commitment reduction or ratable share pursuant to Section 14.06(a) and adjustments to any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guarantysuch Section may be made consistent therewith); provided, provided further, that no such change, waiver, discharge or termination shall (t1) increase the commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the commitments Total Commitments shall not constitute an increase of the commitment Commitment of any Lender, and that an increase in the available portion of any commitment Commitment of any Lender shall not constitute an increase in the commitment Commitment of such Lender), (u2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision herein or in any other Credit Document as same relates to the rights or obligations of such Agent or the Administrative Agent, (v4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment, or amend the definition of Supermajority Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date).
Appears in 1 contract
